OF CARE TO MAINTAIN THE
CONFIDENTIALITY OF SUCH INFORMATION AS SUCH PERSON WOULD ACCORD TO ITS OWN
CONFIDENTIAL INFORMATION.
SECTION 9.13.
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 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 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) 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.
56
SECTION 9.14.
USA PATRIOT ACT.
EACH LENDER WHICH IS SUBJECT TO SECTION 326 OF
THE USA PATRIOT ACT (TITLE III OF PUB. L. 107-56 (SIGNED INTO LAW OCTOBER 26,
2001)) (THE "ACT"), HEREBY NOTIFIES THE BORROWER THAT, PURSUANT TO THE
REQUIREMENTS OF THE ACT, IT IS REQUIRED TO OBTAIN, VERIFY AND RECORD INFORMATION
THAT IDENTIFIES THE BORROWER, WHICH INFORMATION INCLUDES THE NAME AND ADDRESS OF
THE BORROWER AND OTHER INFORMATION THAT WILL ALLOW SUCH LENDER TO IDENTIFY THE
BORROWER IN ACCORDANCE WITH THE ACT.
57
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.
WADDELL & REED FINANCIAL, INC.,
By:
/s/ Daniel P. Connealy
Name:
Daniel P. Connealy
Title:
Senior Vice President and
Chief Financial Officer
Address:
6300 Lamar Avenue
Overland Park, Kansas 66202
Taxpayer ID:
51-0261715
JPMORGAN CHASE BANK,
individually and as Administrative Agent,
By:
/s/ Marybeth Mullen
Name: Marybeth Mullen
Title: Vice President
BANK OF AMERICA, N.A.
By:
/s/
Marcio Chapina
Name:
Marcio Chapina
Title:
Vice President
UMB BANK, NA
By:
/s/
David A. Proffitt
Name:
David A. Proffitt
Title:
Senior Vice President
BANK MIDWEST, N.A.
By:
/s/
Paul P. Holewinski
Name:
Paul P. Holewinski
Title:
Executive Vice President
THE BANK OF NEW YORK
By:
/s/
Gary R. Overton
Name:
Gary R. Overton
Title:
Vice President
MERRILL LYNCH BANK USA
By:
/s/
Louis Alder
Name:
Louis Alder
Title:
Director
MORGAN STANLEY BANK
By:
/s/
Daniel Twenge
Name:
Daniel Twenge
Title:
Vice President
THE ROYAL BANK OF SCOTLAND PLC
By:
/s/
Angela Reilly
Name:
Angela Reilly
Title:
Vice President
THE BANK OF NOVA SCOTIA
By:
/s/
Todd S. Meller
Name:
Todd S. Meller