FROM THE OTHER LENDERS HAVING LOANS OF SUCH CLASS SUCH PORTION OF EACH SUCH
OTHER LENDER'S LOANS OF SUCH CLASS, OR SHALL PROVIDE SUCH OTHER LENDERS WITH THE
BENEFITS OF ANY SUCH COLLATERAL, OR THE PROCEEDS THEREOF, AS SHALL BE NECESSARY
TO CAUSE
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SUCH BENEFITED LENDER TO SHARE THE EXCESS PAYMENT OR BENEFITS OF SUCH COLLATERAL
OR PROCEEDS RATABLY WITH EACH OF THE LENDERS HAVING LOANS OF SUCH CLASS; AND IF
AFTER TAKING INTO ACCOUNT SUCH SHARING THE BENEFITED LENDER CONTINUES TO HAVE
ACCESS TO ADDITIONAL FUNDS OF OR COLLATERAL GRANTED BY A BORROWER FOR
APPLICATION ON ACCOUNT OF ITS DEBT IN RESPECT OF LOANS OF SUCH CLASS, THEN THE
BENEFITED LENDER SHALL USE SUCH FUNDS OR COLLATERAL TO REDUCE INDEBTEDNESS OF
SUCH BORROWER HELD BY IT IN RESPECT OF LOANS OF SUCH CLASS AND SHARE SUCH
PAYMENTS AND THE BENEFITS OF SUCH COLLATERAL WITH THE OTHER LENDERS HAVING LOANS
OF SUCH CLASS; 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PURCHASE SHALL BE RESCINDED, AND THE PURCHASE PRICE AND BENEFITS RETURNED, TO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.
EACH 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 ANY BORROWER, ANY SUCH
NOTICE BEING EXPRESSLY WAIVED BY EACH BORROWER TO THE EXTENT PERMITTED BY
APPLICABLE LAW, UPON ANY AMOUNT BECOMING DUE AND PAYABLE BY A 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, AGENCY OR (TO THE EXTENT PERMITTED BY
APPLICABLE LAW) BANKING AFFILIATE THEREOF TO OR FOR THE CREDIT OR THE ACCOUNT OF
SUCH BORROWER.
EACH LENDER AGREES PROMPTLY TO NOTIFY SUCH BORROWER AND THE
APPLICABLE 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.
14.8.
JUDGMENT CURRENCY.
THE OBLIGATIONS OF EACH BORROWER TO ANY PARTY IN
RESPECT OF ANY LOAN OR REIMBURSEMENT OBLIGATION AND AMOUNTS OWING ON ACCOUNT
THEREOF SHALL, NOTWITHSTANDING ANY JUDGMENT IN A CURRENCY (THE "JUDGMENT
CURRENCY") OTHER THAN THE CURRENCY IN WHICH SUCH LOAN OR LETTER OF CREDIT IS
DENOMINATED (THE "DENOMINATION CURRENCY"), BE DISCHARGED ONLY TO THE EXTENT THAT
ON THE BUSINESS DAY FOLLOWING RECEIPT BY SUCH PARTY OF ANY SUM ADJUDGED