SHARE OF SUCH AMOUNT PARTICIPATIONS IN THE PORTIONS OF
THE NET INVESTMENT FUNDED OR MAINTAINED BY SUCH PERSONS AS SHALL BE NECESSARY TO
CAUSE SUCH RECIPIENT TO SHARE THE EXCESS PAYMENT RATABLY WITH EACH SUCH OTHER
PERSON ENTITLED THERETO; PROVIDED, HOWEVER, THAT IF ALL OR ANY PORTION OF SUCH
EXCESS PAYMENT IS THEREAFTER RECOVERED FROM SUCH RECIPIENT, SUCH PURCHASE FROM
EACH SUCH OTHER PERSON SHALL BE RESCINDED AND EACH SUCH OTHER PERSON SHALL REPAY
TO THE RECIPIENT THE PURCHASE PRICE PAID BY SUCH RECIPIENT FOR SUCH
PARTICIPATION TO THE EXTENT OF SUCH RECOVERY, TOGETHER WITH AN AMOUNT EQUAL TO
SUCH OTHER PERSON'S RATABLE SHARE (ACCORDING TO THE PROPORTION OF (A) THE AMOUNT
OF SUCH OTHER PERSON'S REQUIRED PAYMENT TO (B) THE TOTAL AMOUNT SO RECOVERED
FROM THE RECIPIENT) OF ANY INTEREST OR OTHER AMOUNT PAID OR PAYABLE BY THE
RECIPIENT IN RESPECT OF THE TOTAL AMOUNT SO RECOVERED.
SECTION 2.12.
RIGHT OF SETOFF.
WITHOUT IN ANY WAY LIMITING THE
PROVISIONS OF SECTION 2.11, EACH OF THE AGENT, THE LENDER AND EACH BANK INVESTOR
IS HEREBY AUTHORIZED (IN ADDITION TO ANY OTHER RIGHTS IT MAY HAVE) AT ANY TIME
AFTER THE OCCURRENCE OF THE FACILITY TERMINATION DATE DUE TO THE OCCURRENCE OF
AN EVENT OF DEFAULT OR FACILITY TERMINATION EVENT OR DURING THE CONTINUANCE OF A
POTENTIAL EVENT OF DEFAULT, EVENT OF DEFAULT, POTENTIAL FACILITY TERMINATION
EVENT OR FACILITY TERMINATION EVENT TO SET-OFF, APPROPRIATE AND APPLY (WITHOUT
PRESENTMENT, DEMAND, PROTEST OR OTHER NOTICE WHICH ARE HEREBY EXPRESSLY WAIVED)
ANY DEPOSITS AND ANY OTHER INDEBTEDNESS HELD OR OWING BY THE AGENT, THE LENDER
OR SUCH BANK INVESTOR TO, OR FOR THE ACCOUNT OF, THE BORROWER.
THE AGENT SHALL
CAUSE ANY AMOUNTS SO SET-OFF TO BE DEPOSITED IN THE COLLECTION ACCOUNT, FOR
APPLICATION BY THE TRUSTEE IN ACCORDANCE WITH SECTION 4.1(D) OF THE CTA
AGREEMENT.
SECTION 2.13.
ASSIGNMENT BY LENDER TO BANK INVESTORS.
(A)
ASSIGNMENT AMOUNTS.
AT ANY TIME ON OR PRIOR TO THE SCHEDULED
TERMINATION DATE, IF THE ADMINISTRATIVE TRUSTEE ON BEHALF OF THE LENDER SO
ELECTS, BY WRITTEN NOTICE TO THE AGENT, THE BORROWER HEREBY IRREVOCABLY REQUESTS
AND DIRECTS THAT THE LENDER ASSIGN, AND THE LENDER DOES HEREBY ASSIGN, EFFECTIVE
ON THE ASSIGNMENT DATE REFERRED TO BELOW, ALL OR SUCH PORTIONS AS MAY BE ELECTED
BY THE LENDER OF ITS INTEREST IN THE NET INVESTMENT AT SUCH TIME TO THE BANK
INVESTORS PURSUANT TO THIS SECTION 2.13 AND THE BORROWER HEREBY AGREES TO PAY
THE AMOUNTS DESCRIBED IN THIS SECTION 2.13; PROVIDED, HOWEVER, THAT UNLESS SUCH
ASSIGNMENT IS AN ASSIGNMENT OF ALL OF THE LENDER'S INTEREST IN THE NET
INVESTMENT IN WHOLE ON OR AFTER THE LENDER INVESTMENT TERMINATION DATE, NO SUCH
ASSIGNMENT SHALL TAKE PLACE PURSUANT TO THIS SECTION 2.13 IF A BORROWING BASE
DEFICIENCY SHALL THEN EXIST; AND PROVIDED, FURTHER, THAT NO SUCH ASSIGNMENT
11
SHALL TAKE PLACE PURSUANT TO THIS SECTION 2.13 AT A TIME WHEN AN EVENT OF
BANKRUPTCY WITH RESPECT TO THE LENDER EXISTS.
NO FURTHER DOCUMENTATION OR
ACTION ON THE PART OF THE LENDER