INTEREST PERIOD FOR SUCH ADVANCE, AS A RESULT
OF A PAYMENT OR CONVERSION PURSUANT TO SECTION 2.06, 2.09(B)(I) OR 2.10(D),
ACCELERATION OF THE MATURITY OF THE NOTES PURSUANT TO SECTION 6.01 OR FOR ANY
OTHER REASON, OR BY AN ELIGIBLE ASSIGNEE TO A LENDER PARTY OTHER THAN ON THE
LAST DAY OF THE INTEREST PERIOD FOR SUCH ADVANCE UPON AN ASSIGNMENT OF RIGHTS
AND OBLIGATIONS UNDER THIS AGREEMENT PURSUANT TO SECTION 8.07 AS A RESULT OF A
DEMAND BY THE BORROWER PURSUANT TO SECTION 8.07(A), OR IF THE BORROWER FAILS TO
MAKE ANY PAYMENT OR PREPAYMENT OF AN ADVANCE FOR WHICH A NOTICE OF PREPAYMENT
HAS BEEN GIVEN OR THAT IS OTHERWISE REQUIRED TO BE MADE, WHETHER PURSUANT TO
SECTION 2.04, 2.06 OR 6.01 OR OTHERWISE, THE BORROWER SHALL, UPON DEMAND BY SUCH
LENDER PARTY (WITH A COPY OF SUCH DEMAND TO THE PAYING AGENT), PAY TO THE PAYING
AGENT FOR THE ACCOUNT OF SUCH LENDER PARTY ANY AMOUNTS REQUIRED TO COMPENSATE
SUCH LENDER PARTY FOR ANY ADDITIONAL LOSSES, COSTS OR EXPENSES THAT IT MAY INCUR
AS A RESULT OF SUCH PAYMENT OR CONVERSION OR SUCH FAILURE TO PAY OR PREPAY, AS
THE CASE MAY BE, INCLUDING, WITHOUT LIMITATION, ANY LOSS (INCLUDING LOSS OF
ANTICIPATED PROFITS), COST OR EXPENSE INCURRED BY REASON OF THE LIQUIDATION OR
REEMPLOYMENT OF DEPOSITS OR OTHER FUNDS ACQUIRED BY ANY LENDER PARTY TO FUND OR
MAINTAIN SUCH ADVANCE.
(D)
IF ANY LOAN PARTY FAILS TO PAY WHEN DUE ANY COSTS, EXPENSES OR
OTHER AMOUNTS PAYABLE BY IT UNDER ANY LOAN DOCUMENT, INCLUDING, WITHOUT
LIMITATION, FEES AND EXPENSES OF COUNSEL AND INDEMNITIES, SUCH AMOUNT MAY BE
PAID ON BEHALF OF SUCH LOAN PARTY BY THE PAYING AGENT OR ANY LENDER PARTY, IN
ITS SOLE DISCRETION.
(E)
WITHOUT PREJUDICE TO THE SURVIVAL OF ANY OTHER AGREEMENT OF ANY
LOAN PARTY HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT, THE AGREEMENTS AND
OBLIGATIONS OF THE BORROWER CONTAINED IN SECTIONS 2.10 AND 2.12 AND THIS
SECTION 8.04 SHALL SURVIVE THE PAYMENT IN FULL OF PRINCIPAL, INTEREST AND ALL
OTHER AMOUNTS PAYABLE HEREUNDER AND UNDER ANY OF THE OTHER LOAN DOCUMENTS.
Section 8.05.
Right of Set-off.
Upon (a) the occurrence and during the
continuance of any Event of Default and (b) the making of the request or the
granting of the consent specified by Section 6.01 to authorize the Paying Agent
to declare the Notes due and payable pursuant to the provisions of Section 6.01,
each Agent and each Lender Party and each of their respective Affiliates is
hereby authorized at any time and from time to time, to the fullest extent
permitted by law, to set off and otherwise apply any and all deposits (general
or special, time or demand, provisional or final) at any time held and other
indebtedness at any time owing by such Agent, such Lender Party or such
Affiliate to or for the credit or the account of the Borrower against any and
all of the Obligations of the Borrower now or hereafter existing under
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