THAT THE BORROWER, THE ADMINISTRATIVE AGENT OR ANY OTHER LENDER SHALL
HAVE AGAINST THE REPLACED LENDER.
(B)
IF ANY LENDER (SUCH LENDER, A "NON-CONSENTING
LENDER") HAS FAILED TO CONSENT TO A PROPOSED AMENDMENT, WAIVER, DISCHARGE OR
TERMINATION THAT PURSUANT TO THE TERMS OF SECTION 13.1 REQUIRES THE CONSENT OF
ALL OF THE LENDERS AFFECTED AND WITH RESPECT TO WHICH THE REQUIRED LENDERS SHALL
HAVE GRANTED THEIR CONSENT, THEN PROVIDED NO EVENT OF DEFAULT THEN EXISTS, THE
BORROWER SHALL HAVE THE RIGHT (UNLESS SUCH NON-CONSENTING LENDER GRANTS SUCH
CONSENT) TO REPLACE SUCH NON-CONSENTING LENDER BY REQUIRING SUCH NON-CONSENTING
LENDER TO ASSIGN ITS LOANS, AND ITS COMMITMENTS HEREUNDER TO ONE OR MORE
ASSIGNEES REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT, PROVIDED THAT (A)
ALL OBLIGATIONS OF THE BORROWER OWING TO SUCH NON-CONSENTING LENDER BEING
REPLACED SHALL BE PAID IN FULL TO SUCH NON-CONSENTING LENDER CONCURRENTLY WITH
SUCH ASSIGNMENT, AND (B) THE REPLACEMENT LENDER SHALL PURCHASE THE FOREGOING BY
PAYING TO SUCH NON-CONSENTING LENDER A PRICE EQUAL TO THE PRINCIPAL AMOUNT
THEREOF PLUS ACCRUED AND UNPAID INTEREST THEREON AND (C) THE BORROWER SHALL PAY
TO SUCH NON-CONSENTING LENDER THE AMOUNT, IF ANY, OWING TO SUCH LENDER PURSUANT
TO SECTION 5.1(B). IN CONNECTION WITH ANY SUCH ASSIGNMENT, THE BORROWER,
ADMINISTRATIVE AGENT, SUCH NON-CONSENTING LENDER AND THE REPLACEMENT LENDER
SHALL OTHERWISE COMPLY WITH SECTION 13.6.
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13.8.
ADJUSTMENTS; SET-OFF.
(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 SET-OFF, PURSUANT TO EVENTS OR PROCEEDINGS OF THE NATURE REFERRED TO IN
SECTION 11.1(I)(G) OR (H), OR OTHERWISE), IN A GREATER PROPORTION THAN ANY SUCH
PAYMENT TO OR COLLATERAL RECEIVED BY ANY OTHER LENDER, IF ANY, IN RESPECT OF
SUCH OTHER LENDER'S LOANS, OR INTEREST THEREON, SUCH BENEFITED LENDER SHALL
PURCHASE FOR CASH FROM THE OTHER LENDERS A PARTICIPATING INTEREST IN SUCH
PORTION OF EACH SUCH OTHER LENDER'S LOAN, 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 OF THE LENDERS; 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.
(B)
AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF
AN EVENT OF DEFAULT, IN ADDITION TO ANY RIGHTS AND REMEDIES OF THE LENDERS
PROVIDED BY LAW, EACH LENDER SHALL HAVE THE RIGHT, WITHOUT PRIOR NOTICE TO THE
BORROWER, ANY SUCH NOTICE BEING EXPRESSLY WAIVED BY THE BORROWER TO THE EXTENT
PERMITTED BY APPLICABLE LAW, UPON ANY AMOUNT BECOMING DUE AND PAYABLE BY THE
BORROWER HEREUNDER (WHETHER AT THE STATED MATURITY, BY ACCELERATION OR
OTHERWISE) TO SET-OFF AND APPROPRIATE AND APPLY AGAINST SUCH AMOUNT ANY AND