TO TAKE CUSTOMARY AND REASONABLE PRECAUTIONS
TO MAINTAIN THE CONFIDENTIALITY OF ANY INFORMATION DESIGNATED IN WRITING AS
CONFIDENTIAL AND PROVIDED TO IT BY ANY BORROWER OR ANY SUBSIDIARY, EXCEPT THAT
SUCH INFORMATION MAY BE DISCLOSED (I) TO ANY RELATED PARTY OF THE ADMINISTRATIVE
AGENT, THE ISSUING BANK OR ANY SUCH LENDER, INCLUDING WITHOUT LIMITATION
ACCOUNTANTS, LEGAL COUNSEL AND OTHER ADVISORS SOLELY FOR THE PURPOSES OF
PERFORMING THEIR OBLIGATIONS UNDER, OR IN CONNECTION WITH, THE LOAN DOCUMENTS
(INCLUDING THE NEGOTIATION THEREOF AND ANY AMENDMENTS THERETO), (II) TO THE
EXTENT REQUIRED BY APPLICABLE LAWS OR REGULATIONS OR BY ANY SUBPOENA OR SIMILAR
LEGAL PROCESS, (III) TO THE EXTENT REQUESTED BY ANY REGULATORY AGENCY OR
AUTHORITY, PROVIDED, HOWEVER, IN THE CASE OF CLAUSES (II) AND (III), THE
ADMINISTRATIVE BORROWER SHALL BE GIVEN PROMPT NOTICE THEREOF AND REASONABLE TIME
TO QUASH OR OTHERWISE LIMIT ANY SUCH LEGAL PROCESS OR REQUEST, UNLESS SUCH
SUBPOENA, LEGAL PROCESS OR REQUEST PROHIBITS THE DISCLOSURE THEREOF, (IV) TO THE
EXTENT THAT SUCH INFORMATION BECOMES PUBLICLY AVAILABLE OTHER THAN AS A RESULT
OF A BREACH OF THIS SECTION 10.11, OR WHICH BECOMES AVAILABLE TO THE
ADMINISTRATIVE AGENT, THE ISSUING BANK, ANY LENDER OR ANY RELATED PARTY OF ANY
OF THE FOREGOING ON A NON-CONFIDENTIAL BASIS FROM A SOURCE OTHER THAN ANY
BORROWER, (V) IN CONNECTION WITH THE EXERCISE OF
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ANY REMEDY HEREUNDER OR ANY SUIT, ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR THE ENFORCEMENT OF RIGHTS HEREUNDER, (VI) SUBJECT TO PROVISIONS
SUBSTANTIALLY SIMILAR TO THIS SECTION 10.11, TO ANY ACTUAL OR PROSPECTIVE
ASSIGNEE OR PARTICIPANT, OR (VII) WITH THE CONSENT OF THE ADMINISTRATIVE
BORROWER.
ANY PERSON REQUIRED TO MAINTAIN THE CONFIDENTIALITY OF ANY
INFORMATION AS PROVIDED FOR IN THIS SECTION 10.11 SHALL BE CONSIDERED TO HAVE
COMPLIED WITH ITS OBLIGATION TO DO SO IF SUCH PERSON HAS EXERCISED THE SAME
DEGREE OF CARE TO MAINTAIN THE CONFIDENTIALITY OF SUCH INFORMATION AS SUCH
PERSON WOULD ACCORD ITS OWN CONFIDENTIAL INFORMATION.
SECTION 10.12.
INTEREST RATE LIMITATION.
NOTWITHSTANDING ANYTHING HEREIN
TO THE CONTRARY, IF AT ANY TIME THE INTEREST RATE APPLICABLE TO ANY LOAN,
TOGETHER WITH ALL FEES, CHARGES AND OTHER AMOUNTS WHICH MAY BE TREATED AS
INTEREST ON SUCH LOAN UNDER APPLICABLE LAW (COLLECTIVELY, THE "CHARGES"), SHALL
EXCEED THE MAXIMUM LAWFUL RATE OF INTEREST (THE "MAXIMUM RATE") WHICH MAY BE
CONTRACTED FOR, CHARGED, TAKEN, RECEIVED OR RESERVED BY A LENDER HOLDING SUCH
LOAN IN ACCORDANCE WITH APPLICABLE LAW, THE RATE OF INTEREST PAYABLE IN RESPECT
OF SUCH LOAN HEREUNDER, TOGETHER WITH ALL CHARGES PAYABLE IN RESPECT THEREOF,
SHALL BE LIMITED TO THE MAXIMUM RATE.
SECTION 10.13.
WAIVER OF EFFECT OF CORPORATE SEAL.
EACH BORROWER
REPRESENTS AND WARRANTS THAT NEITHER IT NOR ANY RESTRICTED SUBSIDIARY IS
REQUIRED TO AFFIX ITS CORPORATE SEAL TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT PURSUANT TO ANY REQUIREMENT OF LAW OR REGULATION, AGREES THAT THIS
AGREEMENT IS DELIVERED BY SUCH BORROWER UNDER SEAL AND WAIVES ANY SHORTENING OF
THE STATUTE OF LIMITATIONS THAT MAY RESULT FROM NOT AFFIXING THE CORPORATE SEAL
TO THIS AGREEMENT