THEY ARE BOUND, THE PARTIES ACKNOWLEDGE
AND AGREE THAT (I) ANY OBLIGATIONS OF CONFIDENTIALITY CONTAINED HEREIN AND
THEREIN DO NOT APPLY AND HAVE NOT APPLIED FROM THE COMMENCEMENT OF DISCUSSIONS
BETWEEN THE PARTIES TO THE TAX TREATMENT AND TAX STRUCTURE OF THE TRANSACTIONS
(AND ANY RELATED TRANSACTIONS OR ARRANGEMENTS), AND (II) EACH PARTY (AND EACH OF
ITS EMPLOYEES, REPRESENTATIVES, OR OTHER AGENTS) MAY DISCLOSE TO ANY AND ALL
PERSONS, WITHOUT LIMITATION OF ANY KIND, THE TAX TREATMENT AND TAX STRUCTURE OF
THE TRANSACTIONS AND ALL MATERIALS OF ANY KIND (INCLUDING OPINIONS OR OTHER TAX
ANALYSES) THAT ARE PROVIDED TO SUCH PARTY RELATING TO SUCH TAX TREATMENT AND TAX
STRUCTURE, ALL WITHIN THE MEANING OF TREASURY REGULATION SECTION 1.6011-4;
PROVIDED, HOWEVER, THAT EACH PARTY RECOGNIZES THAT THE PRIVILEGE EACH HAS TO
MAINTAIN, IN ITS SOLE DISCRETION, THE CONFIDENTIALITY OF A COMMUNICATION
RELATING TO THE TRANSACTION, INCLUDING A CONFIDENTIAL COMMUNICATION WITH ITS
ATTORNEY OR A CONFIDENTIAL COMMUNICATION WITH A FEDERALLY AUTHORIZED TAX
PRACTITIONER UNDER SECTION 7525 OF THE CODE, IS NOT INTENDED TO BE AFFECTED BY
THE FOREGOING.
SECTION 10.13
USA PATRIOT ACT NOTICE.
EACH LENDER THAT IS SUBJECT TO THE ACT
(AS HEREINAFTER DEFINED) AND THE ADMINISTRATIVE AGENT (FOR ITSELF AND NOT ON
BEHALF OF ANY LENDER) HEREBY NOTIFIES BORROWERS THAT PURSUANT TO THE
REQUIREMENTS OF THE USA PATRIOT ACT (TITLE III OF PUB. L. 107-56 (SIGNED INTO
LAW OCTOBER 26, 2001)) (THE "ACT"), IT IS REQUIRED TO OBTAIN, VERIFY AND RECORD
INFORMATION THAT IDENTIFIES BORROWERS, WHICH INFORMATION INCLUDES THE NAME,
ADDRESS AND TAX IDENTIFICATION NUMBER OF BORROWERS AND OTHER INFORMATION
REGARDING BORROWERS THAT WILL ALLOW SUCH LENDER OR THE ADMINISTRATIVE AGENT, AS
APPLICABLE, TO IDENTIFY BORROWERS IN ACCORDANCE WITH THE ACT.
THIS NOTICE IS
GIVEN IN ACCORDANCE WITH THE REQUIREMENTS OF THE ACT AND IS EFFECTIVE AS TO THE
LENDERS AND THE ADMINISTRATIVE AGENT.
SECTION 10.14
INTEREST RATE LIMITATION.
NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, IF AT ANY TIME THE INTEREST RATE APPLICABLE TO ANY TERM LOAN, TOGETHER
WITH ALL FEES,
105
CHARGES AND OTHER AMOUNTS WHICH ARE TREATED AS INTEREST ON SUCH TERM LOAN UNDER
APPLICABLE REQUIREMENTS OF LAW (COLLECTIVELY, THE "CHARGES"), SHALL EXCEED THE
MAXIMUM LAWFUL RATE (THE "MAXIMUM RATE") WHICH MAY BE CONTRACTED FOR, CHARGED,
TAKEN, RECEIVED OR RESERVED BY THE LENDER HOLDING SUCH TERM LOAN IN ACCORDANCE
WITH APPLICABLE REQUIREMENTS OF LAW, THE RATE OF INTEREST PAYABLE IN RESPECT OF
SUCH TERM LOAN HEREUNDER, TOGETHER WITH ALL CHARGES PAYABLE IN RESPECT THEREOF,
SHALL BE LIMITED TO THE MAXIMUM RATE AND, TO THE EXTENT LAWFUL, THE INTEREST AND
CHARGES THAT WOULD HAVE BEEN PAYABLE IN RESPECT OF SUCH TERM LOAN BUT WERE NOT
PAYABLE AS A RESULT OF THE OPERATION OF THIS SECTION SHALL BE CUMULATED AND THE
INTEREST AND CHARGES PAYABLE TO SUCH LENDER IN RESPECT OF OTHER TERM LOANS OR
PERIODS SHALL BE INCREASED (BUT NOT ABOVE THE MAXIMUM RATE THEREFOR) UNTIL SUCH
CUMULATED AMOUNT, TOGETHER WITH INTEREST THEREON AT THE FEDERAL FUNDS EFFECTIVE
RATE TO THE DATE OF REPAYMENT, SHALL HAVE BEEN RECEIVED