AGENT AND
ANY LENDER MAY SUBJECT TO OBTAINING THE PRIOR WRITTEN CONSENT OF THE COMPANY,
WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD PLACE ADVERTISEMENTS IN
FINANCIAL AND OTHER NEWSPAPERS AND PERIODICALS OR ON A HOME PAGE OR SIMILAR
PLACE FOR DISSEMINATION OF INFORMATION ON THE INTERNET OR WORLDWIDE WEB AS IT
MAY CHOOSE, AND CIRCULATE SIMILAR PROMOTIONAL MATERIALS, AFTER THE CLOSING OF
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IN THE FORM OF A "TOMBSTONE" OR
OTHERWISE DESCRIBING THE NAMES OF THE LOAN PARTIES, OR ANY OF THEM, AND THE
AMOUNT, TYPE AND CLOSING DATE OF SUCH TRANSACTIONS, ALL AT THEIR SOLE EXPENSE.
105
SECTION 10.09
SET-OFF.
IN ADDITION TO ANY RIGHTS NOW OR HEREAFTER GRANTED
UNDER APPLICABLE LAW OR OTHERWISE, AND NOT BY WAY OF LIMITATION OF ANY SUCH
RIGHTS, UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT,
EACH LENDER (AND EACH OF ITS AFFILIATES) IS AUTHORIZED AT ANY TIME AND FROM TIME
TO TIME, WITHOUT PRESENTMENT, DEMAND, PROTEST OR OTHER NOTICE OF ANY KIND (ALL
OF SUCH RIGHTS BEING HEREBY EXPRESSLY WAIVED), TO SET-OFF AND TO APPROPRIATE AND
APPLY ANY AND ALL DEPOSITS (GENERAL OR SPECIFIC) AND ANY OTHER INDEBTEDNESS AT
ANY TIME HELD OR OWING BY SUCH LENDER (INCLUDING, WITHOUT LIMITATION, BRANCHES,
AGENCIES OR AFFILIATES OF SUCH LENDER WHEREVER LOCATED) TO OR FOR THE CREDIT OR
THE ACCOUNT OF ANY LOAN PARTY AGAINST OBLIGATIONS AND LIABILITIES OF SUCH LOAN
PARTY TO THE LENDERS HEREUNDER, UNDER THE NOTES, UNDER THE OTHER TERM LOAN
DOCUMENTS OR OTHERWISE, IRRESPECTIVE OF WHETHER THE ADMINISTRATIVE AGENT OR THE
LENDERS SHALL HAVE MADE ANY DEMAND HEREUNDER AND ALTHOUGH SUCH OBLIGATIONS,
LIABILITIES OR CLAIMS, OR ANY OF THEM, MAY BE CONTINGENT OR UNMATURED OR
DENOMINATED IN A CURRENCY DIFFERENT FROM THAT OF THE APPLICABLE DEPOSIT OR
INDEBTEDNESS, AND ANY SUCH SET-OFF SHALL BE DEEMED TO HAVE BEEN MADE IMMEDIATELY
UPON THE OCCURRENCE OF AN EVENT OF DEFAULT EVEN THOUGH SUCH CHARGE IS MADE OR
ENTERED ON THE BOOKS OF SUCH LENDER SUBSEQUENT THERETO.
THE LOAN PARTIES HEREBY
AGREE THAT TO THE EXTENT PERMITTED BY LAW ANY PERSON PURCHASING A PARTICIPATION
IN THE LOANS, COMMITMENTS HEREUNDER PURSUANT TO SECTION 2.01, 2.12 OR 10.07(D)
MAY EXERCISE ALL RIGHTS OF SET-OFF WITH RESPECT TO ITS PARTICIPATION INTEREST AS
FULLY AS IF SUCH PERSON WERE A LENDER HEREUNDER AND ANY SUCH SET-OFF SHALL
REDUCE THE AMOUNT OWED BY SUCH LOAN PARTY TO THE LENDER.
SECTION 10.10
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 THAT ARE TREATED AS INTEREST ON SUCH LOAN
UNDER APPLICABLE LAW (COLLECTIVELY, THE "CHARGES"), SHALL EXCEED THE MAXIMUM
LAWFUL RATE (THE "MAXIMUM RATE") THAT MAY BE CHARGED OR CONTRACTED FOR, CHARGED
OR OTHERWISE RECEIVED 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