IT USES WITH RESPECT TO
INFORMATION OF ITS OWN WHICH IT DOES NOT DESIRE TO DISSEMINATE OR PUBLISH, AND
AGREES NOT TO REPRODUCE OR DISTRIBUTE OR PROVIDE COPIES OF OR DISCLOSE ANY
REPORT OR ANY OTHER RELATED DOCUMENTATION OR ANY RELATED DISCUSSIONS TO ANYONE.
8.3.
SET OFF AND SHARING OF PAYMENTS.
SUBJECT TO
SECTION 8.2(K) AND THE TERMS OF THE INTERIM ORDER OR THE FINAL ORDER, AS
APPLICABLE, IN ADDITION TO ANY RIGHTS NOW OR HEREAFTER GRANTED UNDER APPLICABLE
LAW AND NOT BY WAY OF LIMITATION OF ANY SUCH RIGHTS, DURING THE CONTINUANCE OF
ANY EVENT OF DEFAULT, EACH LENDER IS HEREBY AUTHORIZED BY BORROWER AT ANY TIME
OR FROM TIME TO TIME, TO SET OFF AND TO APPROPRIATE AND TO APPLY ANY AND ALL
(A) BALANCES HELD BY SUCH LENDER AT ANY OF ITS OFFICES FOR THE ACCOUNT OF
BORROWER OR ANY OF ITS SUBSIDIARIES (REGARDLESS OF WHETHER SUCH BALANCES ARE
THEN DUE TO BORROWER OR ITS SUBSIDIARIES), AND (B) OTHER PROPERTY AT ANY TIME
HELD OR OWING BY SUCH LENDER TO OR FOR THE CREDIT OR FOR THE ACCOUNT OF BORROWER
OR ANY OF ITS SUBSIDIARIES, AGAINST AND ON ACCOUNT OF ANY OF THE OBLIGATIONS;
EXCEPT THAT NO LENDER SHALL EXERCISE ANY SUCH RIGHT WITHOUT THE PRIOR WRITTEN
CONSENT OF AGENT.
ANY LENDER EXERCISING A RIGHT TO SET OFF SHALL PURCHASE FOR
CASH (AND THE OTHER LENDERS SHALL SELL) INTERESTS IN EACH OF SUCH OTHER LENDER'S
PRO RATA SHARE OF THE OBLIGATIONS AS WOULD BE NECESSARY TO CAUSE ALL LENDERS TO
SHARE THE AMOUNT SO SET OFF WITH EACH OTHER LENDER ENTITLED TO SHARE IN THE
AMOUNT SO SET OFF IN ACCORDANCE WITH THEIR RESPECTIVE PRO RATA SHARES.
SUBJECT
TO THE TERMS OF THE INTERIM ORDER OR THE FINAL ORDER, AS APPLICABLE, BORROWER
AGREES, TO THE FULLEST EXTENT PERMITTED BY LAW, THAT ANY LENDER MAY EXERCISE ITS
RIGHT TO SET OFF WITH RESPECT TO AMOUNTS IN EXCESS OF ITS PRO RATA SHARE OF THE
OBLIGATIONS AND UPON DOING SO SHALL DELIVER SUCH AMOUNT SO SET OFF TO THE AGENT
FOR THE BENEFIT OF ALL LENDERS ENTITLED TO SHARE IN THE AMOUNT SO SET OFF IN
ACCORDANCE WITH THEIR PRO RATA SHARES.
8.4.
DISBURSEMENT OF FUNDS.
AGENT MAY, ON BEHALF
OF LENDERS, DISBURSE FUNDS TO BORROWER FOR LOANS REQUESTED.
EACH LENDER SHALL
REIMBURSE AGENT ON DEMAND FOR ALL FUNDS DISBURSED ON ITS BEHALF BY AGENT, OR IF
AGENT SO REQUESTS, EACH LENDER WILL REMIT TO AGENT ITS PRO RATA SHARE OF ANY
LOAN BEFORE AGENT DISBURSES SAME TO BORROWER.
IF AGENT ELECTS TO REQUIRE THAT
EACH LENDER MAKE FUNDS AVAILABLE TO AGENT PRIOR TO A DISBURSEMENT BY AGENT TO
BORROWER, AGENT SHALL ADVISE EACH LENDER BY TELEPHONE OR FAX OF THE AMOUNT OF
SUCH LENDER'S PRO RATA SHARE OF THE LOAN REQUESTED BY BORROWER NO LATER THAN
1:00 P.M. (NEW YORK TIME) ON THE FUNDING DATE APPLICABLE THERETO, AND EACH SUCH
LENDER SHALL PAY AGENT SUCH LENDER'S PRO RATA SHARE OF SUCH REQUESTED LOAN, IN
SAME DAY FUNDS, BY