IS AVAILABLE TO THE
ADMINISTRATIVE AGENT, ANY LENDER OR THE ISSUING BANK ON A NONCONFIDENTIAL BASIS
PRIOR TO DISCLOSURE BY BORROWER OR ANY OF ITS SUBSIDIARIES; PROVIDED THAT, IN
THE CASE OF INFORMATION RECEIVED FROM BORROWER OR ANY OF ITS SUBSIDIARIES AFTER
THE DATE HEREOF, SUCH INFORMATION IS CLEARLY IDENTIFIED AT THE TIME OF DELIVERY
AS CONFIDENTIAL. ANY PERSON REQUIRED TO MAINTAIN THE CONFIDENTIALITY OF
INFORMATION AS PROVIDED IN THIS SECTION 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 TO ITS OWN CONFIDENTIAL INFORMATION.
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 BORROWER 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 BORROWER, WHICH INFORMATION INCLUDES THE NAME,
ADDRESS AND TAX IDENTIFICATION NUMBER OF BORROWER AND OTHER INFORMATION
REGARDING BORROWER THAT WILL ALLOW SUCH LENDER OR THE ADMINISTRATIVE AGENT, AS
APPLICABLE, TO IDENTIFY BORROWER 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 LOAN,
TOGETHER WITH ALL FEES, CHARGES AND OTHER AMOUNTS WHICH ARE TREATED AS INTEREST
ON SUCH 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
LOAN IN ACCORDANCE WITH APPLICABLE REQUIREMENTS OF 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 AND, TO THE EXTENT LAWFUL,
THE INTEREST AND CHARGES THAT WOULD HAVE BEEN PAYABLE IN RESPECT OF SUCH 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 LOANS OR PERIODS SHALL BE INCREASED (BUT NOT ABOVE THE MAXIMUM RATE
THEREFOR)
151
UNTIL SUCH CUMULATED AMOUNT, TOGETHER WITH INTEREST THEREON AT THE FEDERAL FUNDS
EFFECTIVE RATE TO THE DATE OF REPAYMENT, SHALL HAVE BEEN RECEIVED BY SUCH
LENDER.
SECTION 10.15
LENDER ADDENDUM. EACH LENDER TO BECOME A PARTY TO THIS
AGREEMENT ON THE DATE HEREOF SHALL DO SO BY DELIVERING TO THE ADMINISTRATIVE
AGENT A LENDER ADDENDUM DULY EXECUTED BY SUCH LENDER, BORROWER AND THE
ADMINISTRATIVE AGENT.
SECTION 10.16
OBLIGATIONS ABSOLUTE. TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE REQUIREMENTS OF LAW, ALL OBLIGATIONS OF BORROWER HEREUNDER SHALL
BE ABSOLUTE AND UNCONDITIONAL IRRESPECTIVE OF:
(a)
any bankruptcy, insolvency,