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.
EACH OF THE LENDER AND
THE L/C ISSUER ACKNOWLEDGES THAT (A) THE INFORMATION MAY INCLUDE MATERIAL
NON-PUBLIC INFORMATION CONCERNING BORROWER OR A SUBSIDIARY, AS THE CASE MAY BE,
(B) IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL
NON-PUBLIC INFORMATION AND (C) IT WILL HANDLE SUCH MATERIAL NON-PUBLIC
INFORMATION IN ACCORDANCE WITH APPLICABLE LAW, INCLUDING FEDERAL AND STATE
SECURITIES LAWS.
9.08
RIGHT OF SETOFF.
IF AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING, THE LENDER, THE L/C ISSUER AND EACH OF THEIR RESPECTIVE AFFILIATES
IS HEREBY AUTHORIZED AT ANY TIME AND FROM TIME TO TIME, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, TO SET OFF AND APPLY ANY AND ALL DEPOSITS (GENERAL
OR SPECIAL, TIME OR DEMAND, PROVISIONAL OR FINAL, IN WHATEVER CURRENCY) AT ANY
TIME HELD AND OTHER OBLIGATIONS (IN WHATEVER CURRENCY) AT ANY TIME OWING BY THE
LENDER, THE L/C ISSUER OR ANY SUCH AFFILIATE TO OR FOR THE CREDIT OR THE ACCOUNT
OF BORROWER OR ANY OTHER LOAN PARTY AGAINST ANY AND ALL OF THE OBLIGATIONS OF
BORROWER OR SUCH LOAN PARTY NOW OR HEREAFTER EXISTING UNDER THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT TO THE LENDER OR THE L/C ISSUER OR ANY SUCH AFFILIATE,
IRRESPECTIVE OF WHETHER OR NOT THE LENDER OR THE L/C ISSUER SHALL HAVE MADE ANY
DEMAND UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND ALTHOUGH SUCH
OBLIGATIONS OF BORROWER OR SUCH LOAN PARTY MAY BE CONTINGENT OR UNMATURED OR ARE
OWED TO A BRANCH OR OFFICE OF THE LENDER OR THE L/C ISSUER DIFFERENT FROM THE
BRANCH OR OFFICE HOLDING SUCH DEPOSIT OR OBLIGATED ON SUCH INDEBTEDNESS;
PROVIDED, HOWEVER THAT THE LENDER, THE L/C ISSUER AND EACH OF THEIR RESPECTIVE
AFFILIATES MAY NOT SETOFF AND APPLY SUCH DEPOSITS OR OTHER OBLIGATIONS TO THE
EXTENT SUCH DEPOSITS OR OBLIGATIONS CONSIST OF ANY FEES SET PURSUANT TO STATE
STATUTE OR REGULATION, COUNTY RESOLUTION, OR MUNICIPAL ORDINANCE, OR SIMILAR
OFFICIAL GOVERNMENTAL ACTION, AND ANY TAX RECEIPTS COLLECTED FOR ANY
GOVERNMENTAL ENTITY.
THE RIGHTS OF THE LENDER, THE L/C ISSUER AND THEIR
RESPECTIVE AFFILIATES UNDER THIS SECTION ARE IN ADDITION TO OTHER RIGHTS AND
REMEDIES (INCLUDING OTHER RIGHTS OF SETOFF) THAT THE LENDER, THE L/C ISSUER OR
THEIR RESPECTIVE AFFILIATES MAY HAVE.
THE LENDER AND THE L/C ISSUER AGREES TO
NOTIFY BORROWER AND THE LENDER PROMPTLY AFTER ANY SUCH SETOFF AND APPLICATION,
PROVIDED THAT THE FAILURE TO GIVE SUCH NOTICE SHALL NOT AFFECT THE VALIDITY OF
SUCH SETOFF AND APPLICATION.
9.09
INTEREST RATE LIMITATION.
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN ANY LOAN DOCUMENT, THE INTEREST PAID OR AGREED TO BE PAID UNDER THE
LOAN DOCUMENTS SHALL NOT EXCEED THE MAXIMUM RATE OF NON-USURIOUS INTEREST
PERMITTED BY APPLICABLE LAW (THE "MAXIMUM RATE").
IF THE LENDER SHALL RECEIVE
INTEREST IN AN AMOUNT THAT EXCEEDS THE MAXIMUM RATE, THE EXCESS INTEREST SHALL
BE APPLIED TO THE