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to those in effect immediately prior to such delinquency and without giving
effect to the nonpayment causing such delinquency, and (iii) at the option of
the Administrative Agent, any amounts payable to such Delinquent Lender
hereunder (whether on account of principal, interest, fees or otherwise) shall,
in lieu of being distributed to such Delinquent Lender, be retained by the
Administrative Agent as cash collateral for future funding obligations of the
Delinquent Lender in respect of any Loan or existing or future participating
interest in any Swingline Loan or Letter of Credit.
The Delinquent Lender's
decision-making and participation rights and rights to payments as set forth in
clauses (i) and (ii) hereinabove shall be restored only upon the payment by the
Delinquent Lender of its Commitment Percentage of any Obligations, any
participation obligation, or expenses as to which it is delinquent, together
with interest thereon at the rate set forth in Section 2.10, from the date when
originally due until the date upon which any such amounts are actually paid.
(A)
THE NON-DELINQUENT LENDERS SHALL ALSO HAVE
THE RIGHT, BUT NOT THE OBLIGATION, IN THEIR RESPECTIVE, SOLE AND ABSOLUTE
DISCRETION, TO CAUSE THE TERMINATION AND ASSIGNMENT WITHOUT ANY FURTHER ACTION
BY THE DELINQUENT LENDER FOR NO CASH CONSIDERATION (PRO RATA, BASED ON THE
RESPECTIVE COMMITMENTS ELECTING TO EXERCISE SUCH RIGHT), THE DELINQUENT LENDER'S
COMMITMENT, TO FUND FUTURE LOANS.
UPON ANY SUCH PURCHASE OF THE COMMITMENT OF
ANY DELINQUENT LENDER, THE DELINQUENT LENDER'S SHARE IN FUTURE LOANS AND ITS
RIGHTS UNDER THE LOAN DOCUMENTS WITH RESPECT THERETO SHALL TERMINATE ON THE DATE
OF PURCHASE, AND THE DELINQUENT LENDER SHALL PROMPTLY EXECUTE ALL DOCUMENTS
REASONABLY REQUESTED TO SURRENDER AND TRANSFER SUCH INTEREST, INCLUDING, IF SO
REQUESTED, AN ASSIGNMENT AND ACCEPTANCE.
(B)
EACH DELINQUENT LENDER SHALL INDEMNIFY THE
AGENTS, EACH ISSUING BANK WHICH IS NOT A DELINQUENT LENDER AND EACH
NON-DELINQUENT LENDER FROM AND AGAINST ANY AND ALL LOSS, DAMAGE OR EXPENSES,
INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS' FEES AND FUNDS ADVANCED BY
ANY AGENT, ANY ISSUING BANK WHICH IS NOT A DELINQUENT LENDER OR BY ANY
NON-DELINQUENT LENDER, ON ACCOUNT OF A DELINQUENT LENDER'S FAILURE TO TIMELY
FUND ITS COMMITMENT PERCENTAGE OF A LOAN OR TO OTHERWISE PERFORM ITS OBLIGATIONS
UNDER THE LOAN DOCUMENTS.
SECTION 8.16
Collateral Matters.
(A)
THE LENDERS HEREBY IRREVOCABLY AUTHORIZE
THE AGENTS TO RELEASE ANY LIEN UPON ANY COLLATERAL: (I) UPON THE TERMINATION OF
THE COMMITMENTS AND PAYMENT AND SATISFACTION IN FULL OF ALL OBLIGATIONS, ALL
LETTERS OF CREDIT SHALL HAVE EXPIRED OR TERMINATED (OR BEEN COLLATERALIZED IN A
MANNER SATISFACTORY TO THE ISSUING BANKS) AND ALL LETTER OF CREDIT OUTSTANDINGS
HAVE BEEN REDUCED TO ZERO (OR COLLATERALIZED IN A MANNER SATISFACTORY TO THE
ISSUING BANKS); OR (II) CONSTITUTING PROPERTY BEING SOLD, TRANSFERRED OR
DISPOSED OF IN A DISPOSITION PERMITTED UNDER SECTION 6.5 HEREOF UPON RECEIPT BY
THE ADMINISTRATIVE AGENT OF THE NET PROCEEDS THEREOF TO THE EXTENT REQUIRED BY
THIS AGREEMENT.
EXCEPT AS PROVIDED ABOVE, THE AGENTS WILL NOT RELEASE ANY OF
THE COLLATERAL AGENT'S