ANY OF ITS SUBSIDIARIES AFTER THE DATE HEREOF, SUCH INFORMATION
IS CLEARLY IDENTIFIED AT THE TIME OF DELIVERY AS CONFIDENTIAL OR IS MATERIAL
NON-PUBLIC INFORMATION.
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.
EACH OF THE ADMINISTRATIVE AGENT AND THE LENDERS ACKNOWLEDGES THAT (A) THE
INFORMATION MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWERS
OR A SUBSIDIARY, AS THE CASE MAY BE, (B) IT HAS DEVELOPED COMPLIANCE PROCEDURES
REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION, (C) IT WILL HANDLE SUCH
MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH APPLICABLE LAW, INCLUDING
FEDERAL AND STATE SECURITIES LAWS AND (D) THE CONFIDENTIALITY PROVISIONS
CONTAINED HEREIN, IN SO FAR AS SUCH PROVISIONS RELATE TO MATERIAL PROPRIETARY
INFORMATION, SHALL SURVIVE FOR 12 MONTHS FOLLOWING THE MATURITY DATE AND, IN SO
FAR AS SUCH PROVISIONS RELATE TO MATERIAL NON-PUBLIC INFORMATION, SHALL SURVIVE
IN ACCORDANCE WITH APPLICABLE LAW.
10.08
RIGHT OF SETOFF.
IF AN EVENT OF DEFAULT SHALL HAVE
OCCURRED AND BE CONTINUING, EACH LENDER AND EACH OF THEIR RESPECTIVE AFFILIATES
IS HEREBY AUTHORIZED AT ANY TIME AND FROM TIME TO TIME, AFTER PROVIDING PRIOR
WRITTEN NOTICE TO THE ADMINISTRATIVE AGENT, 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 SUCH LENDER OR ANY
SUCH AFFILIATE TO OR FOR THE CREDIT OR THE ACCOUNT OF THE APPLICABLE BORROWER
AGAINST ANY AND ALL OF THE OBLIGATIONS OF THE APPLICABLE BORROWER NOW OR
HEREAFTER EXISTING UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT TO SUCH
LENDER, IRRESPECTIVE OF WHETHER OR NOT SUCH LENDER SHALL HAVE MADE ANY DEMAND
UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND ALTHOUGH SUCH OBLIGATIONS OF
SUCH BORROWER MAY BE CONTINGENT OR UNMATURED OR ARE OWED TO A BRANCH OR OFFICE
OF SUCH LENDER DIFFERENT FROM THE BRANCH OR OFFICE HOLDING SUCH DEPOSIT OR
OBLIGATED ON SUCH INDEBTEDNESS.
THE RIGHTS OF EACH LENDER AND THEIR RESPECTIVE
AFFILIATES UNDER THIS SECTION ARE IN ADDITION TO OTHER RIGHTS AND REMEDIES
(INCLUDING OTHER RIGHTS OF SETOFF) THAT SUCH LENDER OR THEIR RESPECTIVE
AFFILIATES MAY HAVE.
EACH LENDER AGREES TO NOTIFY THE BORROWERS AND THE
ADMINISTRATIVE AGENT 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.
10.09
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
ADMINISTRATIVE AGENT OR ANY LENDER SHALL RECEIVE INTEREST IN AN AMOUNT THAT
EXCEEDS