THE LENDERS A SECURITY INTEREST IN AND
HEREBY TRANSFERS, ASSIGNS, SETS OVER, AND CONVEYS TO EACH OF THE LENDERS, AS
SECURITY FOR PAYMENT OF ALL LOANS AND LETTER OF CREDIT EXPOSURE AMOUNT, ALL SUCH
DEPOSITS, FUNDS OR PROPERTY OF THE COMPANY OR ANY SUCH GUARANTOR OR INDEBTEDNESS
OF ANY LENDER TO THE COMPANY OR ANY SUCH GUARANTOR.
SHOULD THE RIGHT OF ANY
LENDER TO REALIZE FUNDS IN ANY MANNER SET FORTH HEREINABOVE BE CHALLENGED AND
ANY APPLICATION OF SUCH FUNDS BE REVERSED, WHETHER BY COURT ORDER OR OTHERWISE,
THE LENDERS SHALL MAKE RESTITUTION OR REFUND TO THE COMPANY PRO RATA IN
ACCORDANCE WITH THEIR RESPECTIVE COMMITMENT PERCENTAGES.
EACH LENDER AGREES TO
PROMPTLY NOTIFY THE COMPANY AND THE AGENT AFTER ANY SUCH SETOFF AND APPLICATION,
PROVIDED THAT THE FAILURE TO GIVE SUCH NOTICE WILL NOT AFFECT THE VALIDITY OF
SUCH SETOFF AND APPLICATION.
THE RIGHTS OF THE AGENT AND THE LENDERS UNDER THIS
SECTION ARE IN ADDITION TO OTHER RIGHTS AND REMEDIES (INCLUDING WITHOUT
LIMITATION OTHER RIGHTS OF SETOFF) WHICH THE AGENT OR THE LENDERS MAY HAVE.
THIS SECTION IS SUBJECT TO THE TERMS AND PROVISIONS OF SECTION 2.12 HEREOF.
SECTION 9.20
USA PATRIOT ACT.
EACH LENDER THAT IS SUBJECT TO THE REQUIREMENTS
OF THE USA PATRIOT ACT (TITLE III OF PUB.
L.
107-56 (SIGNED INTO LAW
OCTOBER 26, 2001)) (THE "ACT") HEREBY NOTIFIES THE COMPANY THAT PURSUANT TO THE
REQUIREMENTS OF THE ACT, IT IS REQUIRED TO OBTAIN, VERIFY AND RECORD INFORMATION
THAT IDENTIFIES THE COMPANY, WHICH INFORMATION INCLUDES THE NAME AND ADDRESS OF
THE COMPANY AND OTHER INFORMATION THAT WILL ALLOW SUCH LENDER TO IDENTIFY THE
COMPANY IN ACCORDANCE WITH THE ACT, AND SUCH NOTICE IS SUFFICIENT AS TO EACH
SUCH LENDER.
THE COMPANY SHALL, AND SHALL CAUSE EACH OF ITS SUBSIDIARIES TO,
PROVIDE TO THE EXTENT COMMERCIALLY REASONABLE, SUCH INFORMATION AND TAKE SUCH
ACTIONS AS ARE REASONABLY REQUESTED BY THE AGENT OR ANY LENDER IN ORDER TO
ASSIST THE AGENT AND THE LENDERS IN MAINTAINING COMPLIANCE WITH THE ACT.
SECTION 9.21
NON-CONSENTING LENDERS; OTHER LENDERS.
IF AT ANY TIME, ANY LENDER
BECOMES A NON-CONSENTING LENDER OR MAKES A DEMAND FOR INCREASED COSTS OR A
WITHHOLDING TAX GROSS-UP UNDER SECTION 2.10 OR SECTION 9.17, THEN THE COMPANY
MAY, AT ITS SOLE COST AND EXPENSE, ON FIVE BUSINESS DAYS' PRIOR WRITTEN NOTICE
TO THE AGENT AND SUCH LENDER, REPLACE SUCH LENDER BY CAUSING SUCH LENDER TO (AND
SUCH LENDER SHALL BE OBLIGATED TO) ASSIGN PURSUANT TO SECTION 9.11 ALL OF ITS
RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT TO ONE OR MORE ELIGIBLE ASSIGNEES;
PROVIDED THAT NEITHER THE AGENT NOR ANY LENDER SHALL HAVE ANY OBLIGATION TO THE
COMPANY TO FIND A REPLACEMENT LENDER OR OTHER SUCH PERSON; PROVIDED, FURTHER,
THAT SUCH NON-CONSENTING LENDER OR OTHER LENDER SHALL BE ENTITLED TO RECEIVE THE
FULL OUTSTANDING PRINCIPAL AMOUNT OF LOANS SO ASSIGNED, TOGETHER WITH ACCRUED
INTEREST AND FEES PAYABLE IN RESPECT OF SUCH LOANS AS OF THE DATE OF SUCH
ASSIGNMENT AND ANY OTHER COSTS PAYABLE TO SUCH LENDER UNDER THIS AGREEMENT.