MADE IN EUROS, STERLING OR SUCH ALTERNATIVE CURRENCY, AS THE
CASE MAY BE.
C.
NOTWITHSTANDING THE RESIGNATION OF THE
RESIGNING AGENT AS OF THE FIFTH AMENDMENT EFFECTIVE DATE, THE BORROWER AGREES
THAT THE PROVISIONS OF THIS SECTION 12.4 AND ANY OTHER PROVISIONS OF THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT REGARDING PAYMENT OF COSTS AND EXPENSES AND
INDEMNIFICATION OF THE ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT, TOGETHER
WITH ANY PROVISION OF ANY LOAN DOCUMENT THAT SHALL ACCRUE TO THE BENEFIT OF ANY
RETIRING OR RESIGNING AGENT, SHALL CONTINUE TO INURE TO THE BENEFIT OF THE
RESIGNING AGENT ON AND FOLLOWING THE FIFTH AMENDMENT EFFECTIVE DATE WITH RESPECT
TO ACTIONS OF THE RESIGNING AGENT TAKEN (I) ON OR PRIOR TO THE FIFTH AMENDMENT
EFFECTIVE DATE, AND (II) SUBSEQUENT TO THE FIFTH AMENDMENT EFFECTIVE DATE
PURSUANT TO THE LOAN DOCUMENTS OR THAT CERTAIN SUCCESSOR AGENCY AGREEMENT, DATED
AS OF THE FIFTH AMENDMENT EFFECTIVE DATE, BY AND AMONG JPMORGAN CHASE BANK,
N.A., THE RESIGNING AGENT AND THE BORROWER.
DB SHALL BE A THIRD PARTY
BENEFICIARY FOR PURPOSES OF THIS SECTION 12.4(C).
20.5.
CONFIRMATIONS
Each of the Borrower and each holder of any portion of the Obligations agrees
from time to time, upon written request received by it from the other, to
confirm to the other in writing (with a copy of each such confirmation to the
Administrative Agent) the aggregate unpaid principal amount of the Loan or Loans
and other Obligations then outstanding.
156
20.6.
ADJUSTMENT; SETOFF
A.
IF ANY LENDER (A "BENEFITED LENDER") SHALL
AT ANY TIME RECEIVE ANY PAYMENT OF ALL OR PART OF ITS LOANS, OR INTEREST
THEREON, OR RECEIVE ANY COLLATERAL IN RESPECT THEREOF (WHETHER VOLUNTARILY OR
INVOLUNTARILY, BY SETOFF, PURSUANT TO EVENTS OR PROCEEDINGS OF THE NATURE
REFERRED TO IN SECTION 10.1(E) OR SECTION 10.1(F) HEREOF, OR OTHERWISE) IN A
GREATER PROPORTION THAN ANY SUCH PAYMENT TO AND COLLATERAL RECEIVED BY ANY OTHER
LENDER IN RESPECT OF SUCH OTHER LENDER'S LOANS OR INTEREST THEREON NOT EXPRESSLY
PROVIDED HEREBY, SUCH BENEFITED LENDER SHALL PURCHASE FOR CASH FROM THE OTHER
LENDERS SUCH PORTION OF EACH SUCH OTHER LENDER'S LOANS, OR SHALL PROVIDE SUCH
OTHER LENDERS WITH THE BENEFITS OF ANY SUCH COLLATERAL, OR THE PROCEEDS THEREOF,
AS SHALL BE NECESSARY TO CAUSE SUCH BENEFITED LENDER TO SHARE THE EXCESS PAYMENT
OR BENEFITS OF SUCH COLLATERAL OR PROCEEDS RATABLY WITH EACH LENDER EXCEPT TO
THE EXTENT EXPRESSLY PROVIDED HEREBY; PROVIDED, HOWEVER, THAT IF ALL OR ANY
PORTION OF SUCH EXCESS PAYMENT OR BENEFITS IS THEREAFTER RECOVERED FROM SUCH
BENEFITED LENDER, SUCH PURCHASE SHALL BE RESCINDED, AND THE PURCHASE PRICE AND
BENEFITS RETURNED, TO THE EXTENT OF SUCH RECOVERY, BUT WITHOUT INTEREST UNLESS
THE BENEFITED LENDER FROM WHICH SUCH EXCESS PAYMENT IS RECOVERED IS REQUIRED BY
COURT ORDER TO PAY INTEREST THEREON, IN WHICH CASE EACH LENDER RETURNING FUNDS
TO SUCH BENEFITED LENDER SHALL PAY ITS PRO RATA SHARE OF SUCH INTEREST.
THE
BORROWER AGREES THAT EACH LENDER SO PURCHASING A PORTION OF ANOTHER LENDER'S
LOANS MAY EXERCISE ALL RIGHTS OF