OTHER LENDER IN RESPECT
OF SUCH OTHER LENDER'S LOANS OR INTEREST THEREON NOT EXPRESSLY PROVIDED HEREBY,
SUCH BENEFITED LENDER SHALL PURCHASE FOR CASH FROM THE OTHER LENDERS 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 LENDER EXCEPT TO THE EXTENT
EXPRESSLY PROVIDED HEREBY; PROVIDED, HOWEVER, THAT IF ALL OR ANY PORTION OF SUCH
EXCESS PAYMENT OR BENEFITS IS THEREAFTER
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RECOVERED FROM SUCH BENEFITED LENDER, SUCH PURCHASE SHALL BE RESCINDED, AND THE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 UNLESS THE BENEFITED LENDER FROM WHICH SUCH EXCESS PAYMENT IS
RECOVERED IS REQUIRED BY COURT ORDER TO PAY INTEREST THEREON, IN WHICH CASE EACH
LENDER RETURNING FUNDS TO SUCH BENEFITED LENDER SHALL PAY ITS PRO RATA SHARE OF
SUCH INTEREST.
THE BORROWER AGREES THAT EACH LENDER SO PURCHASING A PORTION OF
ANOTHER LENDER'S LOANS MAY EXERCISE ALL RIGHTS OF PAYMENT (INCLUDING, WITHOUT
LIMITATION, 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 BORROWER, ANY
SUCH NOTICE BEING EXPRESSLY WAIVED BY THE BORROWER, UPON THE OCCURRENCE AND
DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, TO SETOFF AND APPLY AGAINST ANY
OBLIGATIONS, WHETHER MATURED OR UNMATURED, OF THE BORROWER TO SUCH LENDER, ANY
AMOUNT OWING FROM SUCH LENDER TO THE BORROWER, AT OR AT ANY TIME AFTER, THE
HAPPENING OF ANY OF THE ABOVE-MENTIONED EVENTS, AND THE AFORESAID RIGHT OF
SETOFF MAY BE EXERCISED BY SUCH LENDER AGAINST THE BORROWER OR AGAINST ANY
TRUSTEE IN BANKRUPTCY, DEBTOR IN POSSESSION, ASSIGNEE FOR THE BENEFIT OF
CREDITORS, RECEIVERS, OR EXECUTION, JUDGMENT OR ATTACHMENT CREDITOR OF THE
BORROWER, OR AGAINST ANYONE ELSE CLAIMING THROUGH OR AGAINST, THE BORROWER OR
SUCH TRUSTEE IN BANKRUPTCY, DEBTOR IN POSSESSION, ASSIGNEE FOR THE BENEFIT OF
CREDITORS, RECEIVERS, OR EXECUTION, JUDGMENT OR ATTACHMENT CREDITOR,
NOTWITHSTANDING THE FACT THAT SUCH RIGHT OF SETOFF SHALL NOT HAVE BEEN EXERCISED
BY SUCH LENDER PRIOR TO THE MAKING, FILING OR ISSUANCE, OR SERVICE UPON SUCH
LENDER OF, OR OF NOTICE OF, ANY SUCH PETITION, ASSIGNMENT FOR THE BENEFIT OF
CREDITORS, APPOINTMENT OR APPLICATION FOR THE APPOINTMENT OF A RECEIVER, OR
ISSUANCE OF EXECUTION, SUBPOENA, ORDER OR WARRANT.
EACH LENDER AGREES PROMPTLY
TO NOTIFY THE BORROWER AND THE ADMINISTRATIVE AGENT 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)
THE BORROWER EXPRESSLY AGREES THAT TO THE EXTENT THE BORROWER
MAKES A PAYMENT OR PAYMENTS AND SUCH PAYMENT OR PAYMENTS, OR ANY PART THEREOF,
ARE SUBSEQUENTLY INVALIDATED, DECLARED TO BE