SYNDICATING ITS RESPECTIVE COMMITMENTS HEREUNDER
OR ASSIGNING ITS RIGHTS AND OBLIGATIONS HEREUNDER, INCLUDING MAKING MANAGEMENT
AND REPRESENTATIVES OF THE MASTER SERVICER AND THE COMPANY REASONABLY AVAILABLE
TO PARTICIPATE IN INFORMATIONAL MEETINGS WITH POTENTIAL ASSIGNEES.
36.18
COUNTERPARTS
This Agreement may be executed in any number of counterparts and by the
different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original, and all of which taken together
shall constitute one and the same agreement.
36.19
ADJUSTMENTS; SETOFF
(A)
IF ANY LENDER (A "BENEFITED LENDER") SHALL AT ANY TIME RECEIVE IN
RESPECT OF ITS PRINCIPAL BALANCE ANY DISTRIBUTION OF ANY AMOUNT, INCLUDING
INTEREST OR OTHER FEES, OR ANY INTEREST THEREON, OR RECEIVE ANY COLLATERAL IN
RESPECT THEREOF (WHETHER VOLUNTARILY OR INVOLUNTARILY, BY SETOFF, OR OTHERWISE)
IN A GREATER PROPORTION THAN ANY SUCH DISTRIBUTION (IF ANY) RECEIVED BY ANY
OTHER LENDER IN RESPECT OF SUCH OTHER LENDER'S PRINCIPAL BALANCE, OR INTEREST
THEREON, SUCH BENEFITED LENDER SHALL PURCHASE FOR CASH FROM THE OTHER LENDERS
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RESCINDED, AND THE PURCHASE PRICE AND BENEFITS RETURNED, TO THE EXTENT OF SUCH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. THE MASTER SERVICER AND THE COMPANY AGREE THAT
EACH LENDER SO PURCHASING A LOAN (OR INTEREST THEREIN) MAY EXERCISE ALL RIGHTS
OF PAYMENT (INCLUDING RIGHTS OF SETOFF) WITH RESPECT TO SUCH PORTION AS FULLY AS
IF SUCH LENDER WERE THE DIRECT HOLDER OF SUCH PORTION.
(B)
IN ADDITION TO ANY RIGHTS AND REMEDIES OF THE LENDERS PROVIDED BY
LAW, EACH LENDER SHALL HAVE THE RIGHT, WITHOUT PRIOR NOTICE TO THE COMPANY, ANY
SUCH NOTICE BEING EXPRESSLY WAIVED BY THE COMPANY, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, UPON ANY AMOUNT BECOMING DUE AND PAYABLE BY THE COMPANY
HEREUNDER TO SETOFF AND APPROPRIATE AND APPLY AGAINST ANY AND ALL DEPOSITS
(GENERAL OR SPECIAL, TIME OR DEMAND, PROVISIONAL OR FINAL), IN ANY CURRENCY, AND
ANY OTHER CREDITS, INDEBTEDNESS OR CLAIMS, IN ANY CURRENCY, IN EACH CASE WHETHER
DIRECT OR INDIRECT, ABSOLUTE OR CONTINGENT, MATURED OR UNMATURED, AT ANY TIME
HELD OR OWING BY SUCH LENDER TO OR FOR THE CREDIT OR THE ACCOUNT OF THE COMPANY.
EACH LENDER AGREES PROMPTLY TO NOTIFY THE COMPANY, THE ADMINISTRATIVE AGENT AND
THE FUNDING AGENTS AFTER ANY SUCH SETOFF AND APPLICATION MADE BY SUCH LENDER;
PROVIDED THAT THE FAILURE TO GIVE SUCH NOTICE SHALL NOT AFFECT THE VALIDITY OF
SUCH SETOFF AND APPLICATION.
(C)
IF AND TO THE EXTENT, BUT WITHOUT DOUBLE COUNTING, THE COLLATERAL
AGENT, THE ADMINISTRATIVE AGENT OR ANY LENDER (THE "RECIPIENTS") SHALL BE
REQUIRED FOR ANY REASON TO PAY OVER TO