SHALL NOT INCLUDE THE IDENTITY OF ANY
EXISTING OR FUTURE PARTY (OR ANY AFFILIATE OF SUCH PARTY) TO THIS AGREEMENT, AND
(B) NO PARTY SHALL DISCLOSE ANY INFORMATION RELATING TO SUCH TAX TREATMENT AND
TAX STRUCTURE TO THE EXTENT NONDISCLOSURE IS REASONABLY NECESSARY IN ORDER TO
COMPLY WITH APPLICABLE SECURITIES LAWS.
FOR THIS PURPOSE, THE TAX TREATMENT OF
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IS THE PURPORTED OR CLAIMED U.S.
FEDERAL INCOME TAX TREATMENT OF SUCH TRANSACTIONS AND THE TAX STRUCTURE OF SUCH
TRANSACTIONS IS ANY FACT THAT MAY BE RELEVANT TO UNDERSTANDING THE PURPORTED OR
CLAIMED U.S. FEDERAL INCOME TAX TREATMENT OF SUCH TRANSACTIONS.
ANYTHING
CONTAINED HEREIN TO THE CONTRARY NOTWITHSTANDING, IF THE BORROWER SHALL HAVE
GIVEN NOTICE TO THE ADMINISTRATIVE AGENT (WHETHER BEFORE OR AFTER THE CLOSING
DATE) THAT ANY PERSON IS UNACCEPTABLE TO THE BORROWER AS A LENDER, THE
ADMINISTRATIVE AGENT SHALL BE PERMITTED TO DISCLOSE THE IDENTITY OF ANY SUCH
PERSON SO DESIGNATED BY THE BORROWER TO ANY PERSON.
10.08
RIGHT OF SETOFF.
UPON (A) THE OCCURRENCE AND DURING THE CONTINUANCE
OF AN EVENT OF DEFAULT UNDER SECTION 8.01(A), (B) AN EXERCISE OR REMEDIES UNDER
SECTION 8.02(B) OR (C) AMOUNTS BECOMING DUE AND PAYABLE PURSUANT TO THE PROVISO
TO SECTION 8.02, EACH 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 (OTHER THAN DEPOSITS IN ACCOUNTS THAT HAVE BEEN
SPECIFICALLY DESIGNATED TO SUCH LENDER AS PAYROLL ACCOUNTS OR TRUST ACCOUNTS AND
THAT MEET THE REQUIREMENTS FOR PAYROLL ACCOUNTS OR TRUST ACCOUNTS, AS THE CASE
MAY BE, SET FORTH IN SECTION 6.17(B)) AND OTHER OBLIGATIONS (IN WHATEVER
CURRENCY) AT ANY TIME OWING BY SUCH LENDER, THE L/C ISSUER OR ANY SUCH AFFILIATE
TO OR FOR THE CREDIT OR THE ACCOUNT OF THE BORROWER OR ANY OTHER LOAN PARTY
AGAINST ANY AND ALL OF THE OBLIGATIONS OF THE BORROWER OR SUCH LOAN PARTY NOW OR
HEREAFTER EXISTING UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT TO SUCH
LENDER OR THE L/C ISSUER, IRRESPECTIVE OF WHETHER OR NOT SUCH LENDER OR THE
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L/C ISSUER SHALL HAVE MADE ANY DEMAND UNDER THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT AND ALTHOUGH SUCH OBLIGATIONS OF THE BORROWER OR SUCH LOAN PARTY MAY BE
CONTINGENT OR UNMATURED OR ARE OWED TO A BRANCH OR OFFICE OF SUCH LENDER OR THE
L/C ISSUER DIFFERENT FROM THE BRANCH OR OFFICE HOLDING SUCH DEPOSIT OR OBLIGATED
ON SUCH INDEBTEDNESS.
THE RIGHTS OF EACH LENDER, THE L/C ISSUER AND THEIR
RESPECTIVE AFFILIATES UNDER THIS SECTION 10.08 ARE IN ADDITION TO OTHER RIGHTS
AND REMEDIES (INCLUDING OTHER RIGHTS OF SETOFF) THAT SUCH LENDER, THE L/C ISSUER
OR THEIR RESPECTIVE AFFILIATES MAY HAVE.
EACH LENDER AND THE L/C ISSUER AGREES
TO NOTIFY THE BORROWER AND THE ADMINISTRATIVE AGENT PROMPTLY AFTER ANY SUCH