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 COMMITMENTS TO ONE OR MORE ASSIGNEES REASONABLY ACCEPTABLE
TO THE ADMINISTRATIVE AGENT, PROVIDED THAT: (I) 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 (II) 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.
IN CONNECTION WITH ANY SUCH ASSIGNMENT, THE BORROWER, THE
ADMINISTRATIVE AGENT, SUCH NON-CONSENTING LENDER AND THE REPLACEMENT LENDER
SHALL OTHERWISE COMPLY WITH SECTION 13.6.
13.8
ADJUSTMENTS; SET-OFF 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 10.5, 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 LOANS, 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,
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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RESCINDED, AND THE PURCHASE PRICE AND BENEFITS RETURNED, TO THE EXTENT OF SUCH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 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 OR ANY BRANCH OR AGENCY THEREOF TO OR FOR THE
CREDIT OR THE ACCOUNT OF THE BORROWER, AS THE CASE MAY BE.
EACH LENDER AGREES
PROMPTLY TO NOTIFY THE BORROWER, AS THE CASE MAY BE, AND THE ADMINISTRATIVE
AGENT AFTER ANY SUCH SET-OFF AND APPLICATION MADE BY SUCH LENDER, PROVIDED THAT
THE FAILURE TO