9.12(a)
furnished to it pursuant to this agreement may include material non-public
information concerning the Borrower and
its 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.
All information, including requests for waivers and amendments, furnished by the
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 loan parties and their related
parties or their respective securities.
Accordingly, each Lender represents to
the Borrower and the Administrative Agent 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, including federal and state securities laws.
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
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"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.
SECTION 9.14.
USA PATRIOT ACT.
EACH LENDER HEREBY NOTIFIES THE BORROWER AND
HOLDINGS 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 THE BORROWER AND
HOLDINGS, WHICH INFORMATION INCLUDES THE NAME AND ADDRESS OF THE BORROWER AND
HOLDINGS AND OTHER INFORMATION THAT WILL ALLOW SUCH LENDER TO IDENTIFY THE
BORROWER AND HOLDINGS IN ACCORDANCE WITH THE ACT.
SECTION 9.15.
EFFECTIVENESS OF THIRD RESTATED CREDIT AGREEMENT.
AFTER THE
THIRD RESTATEMENT EFFECTIVE DATE, ALL OBLIGATIONS OF THE BORROWER UNDER THE
SECOND RESTATED CREDIT AGREEMENT SHALL BECOME OBLIGATIONS OF THE BORROWER
HEREUNDER, SECURED BY THE SECURITY DOCUMENTS, AND THE PROVISIONS OF THE SECOND
RESTATED CREDIT AGREEMENT SHALL BE SUPERSEDED BY THE PROVISIONS HEREOF.
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