INDEMNIFICATION OBLIGATION WILL BE APPLICABLE REGARDLESS OF WHETHER CAUSED IN
WHOLE OR IN PART BY THE ORDINARY NEGLIGENCE OF ANY OF THE PARTIES BEING
INDEMNIFIED).
The agreements in this Section 11.5 shall survive repayment of
the Loans, Notes and all other amounts payable hereunder.
SECTION 11.6
ADJUSTMENTS; SET-OFF.
(A)
EACH LENDER AGREES THAT 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 7.1(E), 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 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RESCINDED, AND THE PURCHASE PRICE AND BENEFITS RETURNED, TO THE EXTENT OF SUCH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 BORROWER AGREES THAT EACH LENDER SO
PURCHASING A PORTION OF ANOTHER LENDER'S LOANS MAY EXERCISE ALL RIGHTS OF
PAYMENT (INCLUDING, WITHOUT LIMITATION,
90
RIGHTS OF SET-OFF) 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 (INCLUDING, WITHOUT LIMITATION, OTHER RIGHTS OF SET-OFF), 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
THE OCCURRENCE OF ANY EVENT OF DEFAULT, TO SETOFF AND APPROPRIATE AND APPLY 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, OR ANY PART THEREOF
IN SUCH AMOUNTS AS SUCH LENDER MAY ELECT, AGAINST AND ON ACCOUNT OF THE
OBLIGATIONS AND LIABILITIES OF THE BORROWER TO SUCH LENDER HEREUNDER AND CLAIMS
OF EVERY NATURE AND DESCRIPTION OF SUCH LENDER AGAINST THE BORROWER, IN ANY
CURRENCY, ARISING HEREUNDER, UNDER THE NOTES OR UNDER ANY DOCUMENTS CONTEMPLATED
BY OR REFERRED TO HEREIN OR THEREIN, AS SUCH LENDER MAY ELECT, WHETHER OR NOT
SUCH LENDER HAS MADE ANY DEMAND FOR PAYMENT AND ALTHOUGH SUCH OBLIGATIONS,
LIABILITIES AND CLAIMS MAY