MATERIAL
NON-PUBLIC INFORMATION CONCERNING THE BORROWER AND ITS RELATED PARTIES OR THEIR
RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES
REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE
SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND
APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.
137
(C)
ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS,
FURNISHED BY THE BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE
COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION,
WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWER, THE OTHER
LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES.
ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWER AND THE ADMINISTRATIVE AGENT
THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO
MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN
ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.
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,
AFTER OBTAINING THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT, 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 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 AND L/C OBLIGATIONS HEREUNDER PURSUANT TO SECTION 2.01(C), 2.05(D),
2.13 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"),