SHARING OF SETOFFS.
(A)
EACH BORROWER SHALL MAKE EACH PAYMENT
REQUIRED TO BE MADE BY IT HEREUNDER OR UNDER THE NOTE MADE BY IT (WHETHER OF
PRINCIPAL OF LOANS, INTEREST OR FEES, OR OF AMOUNTS PAYABLE UNDER SECTIONS 3.5,
3.6, 3.7 OR 10.3, OR OTHERWISE) PRIOR TO 12:00 NOON, NEW YORK CITY TIME, ON THE
DATE WHEN DUE, IN IMMEDIATELY AVAILABLE FUNDS, WITHOUT SETOFF OR COUNTERCLAIM.
ANY AMOUNTS RECEIVED AFTER SUCH TIME ON ANY DATE MAY, IN THE DISCRETION OF THE
ADMINISTRATIVE AGENT, BE DEEMED TO HAVE BEEN RECEIVED ON THE NEXT SUCCEEDING
BUSINESS DAY FOR PURPOSES OF CALCULATING INTEREST THEREON. ALL SUCH PAYMENTS
SHALL BE MADE TO THE ADMINISTRATIVE AGENT AT ITS OFFICE AT 270 PARK AVENUE, NEW
YORK, NEW YORK, OR SUCH OTHER OFFICE AS TO WHICH THE ADMINISTRATIVE AGENT MAY
NOTIFY THE OTHER PARTIES HERETO, AND EXCEPT THAT PAYMENTS PURSUANT TO SECTIONS
3.5, 3.6, 3.7 OR 10.3 SHALL BE MADE DIRECTLY TO THE PERSONS ENTITLED THERETO.
THE ADMINISTRATIVE AGENT SHALL DISTRIBUTE ANY SUCH PAYMENTS RECEIVED BY IT FOR
THE ACCOUNT OF ANY OTHER PERSON TO THE APPROPRIATE RECIPIENT PROMPTLY FOLLOWING
RECEIPT THEREOF. IF ANY PAYMENT HEREUNDER SHALL BE DUE ON A DAY THAT IS NOT A
BUSINESS DAY, THE DATE FOR PAYMENT SHALL BE EXTENDED TO THE NEXT SUCCEEDING
BUSINESS DAY, AND, IN THE CASE OF ANY PAYMENT ACCRUING INTEREST, INTEREST
THEREON SHALL BE PAYABLE FOR THE PERIOD OF SUCH EXTENSION. ALL PAYMENTS
HEREUNDER SHALL BE MADE IN DOLLARS.
(B)
IF AT ANY TIME INSUFFICIENT FUNDS ARE
RECEIVED BY AND AVAILABLE TO THE ADMINISTRATIVE AGENT TO PAY FULLY ALL AMOUNTS
OF PRINCIPAL OF LOANS, INTEREST, FEES AND COMMISSIONS THEN DUE HEREUNDER, SUCH
FUNDS SHALL BE APPLIED (I) FIRST, TOWARDS PAYMENT OF INTEREST, FEES AND
COMMISSIONS THEN DUE HEREUNDER, RATABLY AMONG THE PARTIES ENTITLED THERETO IN
ACCORDANCE WITH THE AMOUNTS OF INTEREST, FEES AND COMMISSIONS THEN DUE TO SUCH
PARTIES AND (II) SECOND, TOWARDS PAYMENT OF PRINCIPAL OF LOANS THEN DUE
HEREUNDER, RATABLY AMONG THE PARTIES ENTITLED THERETO IN ACCORDANCE WITH THE
AMOUNTS OF PRINCIPAL OF LOANS THEN DUE TO SUCH PARTIES.
(C)
IF ANY LENDER SHALL, BY EXERCISING ANY
RIGHT OF SETOFF OR COUNTERCLAIM OR OTHERWISE, OBTAIN PAYMENT IN RESPECT OF ANY
PRINCIPAL OF, OR INTEREST ON, ANY OF ITS LOANS MADE TO A BORROWER RESULTING IN
SUCH LENDER RECEIVING PAYMENT OF A GREATER PROPORTION OF THE AGGREGATE AMOUNT OF
ITS LOANS MADE TO SUCH BORROWER AND ACCRUED INTEREST THEREON THAN THE PROPORTION
RECEIVED BY ANY OTHER LENDER WITH RESPECT TO THE LOANS MADE BY SUCH OTHER LENDER
TO SUCH BORROWER, THEN THE LENDER RECEIVING SUCH GREATER PROPORTION SHALL
PURCHASE (FOR CASH AT FACE VALUE) PARTICIPATIONS IN THE LOANS MADE TO SUCH
BORROWER OF OTHER LENDERS TO THE EXTENT NECESSARY SO THAT THE BENEFIT OF ALL
SUCH PAYMENTS SHALL BE SHARED BY THE LENDERS RATABLY IN ACCORDANCE WITH THE
AGGREGATE AMOUNT OF PRINCIPAL OF, AND ACCRUED INTEREST ON, THEIR RESPECTIVE
LOANS, PROVIDED THAT (I) IF ANY SUCH PARTICIPATIONS ARE PURCHASED AND ALL OR ANY
PORTION OF THE