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 to its own confidential information.
(b)
EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 10.12(a)
FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC
INFORMATION CONCERNING THE US BORROWER AND ITS
114
RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS
DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC
INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN
ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE
SECURITIES LAWS.
(c)
ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED
BY ANY BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF
ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY
CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWERS AND GUARANTORS AND
THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER
REPRESENTS TO THE BORROWERS AND THE AGENTS THAT IT HAS IDENTIFIED IN ITS
ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT
MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE
PROCEDURES AND APPLICABLE LAW.
(d)
Notwithstanding the provisions of Section 10.12(a), or any other
provision of this Agreement or any Loan Document, each of the Agents, the
Issuing Lenders, the Lenders and the Obligors may disclose to any and all
Persons general information that is relevant in order to understand the tax
treatment and tax structure of the transactions contemplated by this Agreement
or any Loan Document. For the avoidance of doubt, the preceding sentence does
not allow for the disclosure of any specific information that is not otherwise
discloseable by reason of Section 10.12(a) and that is not relevant to
understanding the tax treatment and tax structure of the transactions
contemplated by this Agreement, such as (i) the specific identity of the
Borrowers or any of its current or future Affiliates or (ii) any specific
pricing terms or any other specific nonpublic business or financial information.
For purposes of this Section 10.12(d), the terms "tax treatment" and "tax
structure" shall have the meaning provided by Treasury Regulation Section
1.6011-4.
Section 10.13
Interest Rate Limitation. Notwithstanding anything herein to
the contrary, if at any time the interest rate applicable to any Loan or
reimbursement obligation, together with all fees, charges and other amounts that
are treated as interest on such Loan or reimbursement obligation under
applicable law (collectively the "Charges"), shall exceed the maximum lawful
rate (the "Maximum Rate") that may be contracted for, charged, taken, received
or reserved by the Lender holding such Loan or reimbursement obligation in
accordance with applicable law, the rate of interest payable in respect of such
Loan or reimbursement obligation 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 Loan or
reimbursement obligation but were not