United States Federal and state
securities Laws.
122
10.08
RIGHT OF SETOFF.
IF AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING, EACH LENDER AND THE L/C ISSUER ARE 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 SUCH LENDER OR THE L/C ISSUER TO OR FOR
THE CREDIT OR THE ACCOUNT OF THE BORROWER OR ANY OTHER LOAN PARTY AGAINST THE
OBLIGATIONS, IRRESPECTIVE OF WHETHER OR NOT SUCH LENDER OR THE L/C ISSUER SHALL
HAVE MADE ANY DEMAND UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND
ALTHOUGH SUCH OBLIGATIONS 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 AND THE L/C ISSUER UNDER THIS SECTION ARE IN ADDITION TO OTHER RIGHTS AND
REMEDIES (INCLUDING OTHER RIGHTS OF SETOFF) THAT SUCH LENDER OR THE L/C ISSUER
MAY HAVE.
EACH LENDER AND THE L/C ISSUER AGREE TO NOTIFY THE BORROWER 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.
NOTWITHSTANDING THE PROVISIONS OF THIS SECTION 10.08,
IF AT ANY TIME ANY LENDER OR THE L/C ISSUER MAINTAINS ONE OR MORE DEPOSIT
ACCOUNTS FOR THE BORROWER OR ANY OTHER LOAN PARTY INTO WHICH MEDICARE AND/OR
MEDICAID RECEIVABLES ARE DEPOSITED, SUCH PERSON SHALL WAIVE THE RIGHT OF SETOFF
SET FORTH HEREIN.
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 THE MAXIMUM RATE,
THE EXCESS INTEREST SHALL BE APPLIED TO THE PRINCIPAL OF THE LOANS OR, IF IT
EXCEEDS SUCH UNPAID PRINCIPAL, REFUNDED TO THE BORROWER.
IN DETERMINING WHETHER
THE INTEREST CONTRACTED FOR, CHARGED, OR RECEIVED BY THE ADMINISTRATIVE AGENT OR
A LENDER EXCEEDS THE MAXIMUM RATE, SUCH PERSON MAY, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, (A) CHARACTERIZE ANY PAYMENT THAT IS NOT PRINCIPAL AS AN
EXPENSE, FEE, OR PREMIUM RATHER THAN INTEREST, (B) EXCLUDE VOLUNTARY PREPAYMENTS
AND THE EFFECTS THEREOF, AND (C) AMORTIZE, PRORATE, ALLOCATE, AND SPREAD IN
EQUAL OR UNEQUAL PARTS THE TOTAL AMOUNT OF INTEREST THROUGHOUT THE CONTEMPLATED
TERM OF THE OBLIGATIONS HEREUNDER.
10.10
COUNTERPARTS; INTEGRATION; EFFECTIVENESS.
THIS AGREEMENT MAY BE
EXECUTED IN COUNTERPARTS (AND BY DIFFERENT PARTIES HERETO IN DIFFERENT
COUNTERPARTS), EACH OF WHICH SHALL CONSTITUTE AN ORIGINAL, BUT ALL OF WHICH WHEN
TAKEN TOGETHER SHALL CONSTITUTE A SINGLE CONTRACT.
THIS AGREEMENT