ONE
OR MORE ASSIGNEES REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT, PROVIDED
THAT (A) ALL OBLIGATIONS OF THE BORROWER OWING TO SUCH NON-CONSENTING LENDER
BEING REPLACED SHALL BE PAID IN FULL TO SUCH NON-CONSENTING LENDER CONCURRENTLY
WITH SUCH ASSIGNMENT, AND (B) THE REPLACEMENT LENDER SHALL PURCHASE THE
FOREGOING BY PAYING TO SUCH NON-CONSENTING LENDER A PRICE EQUAL TO THE PRINCIPAL
AMOUNT THEREOF PLUS ACCRUED AND UNPAID INTEREST THEREON AND (C) THE BORROWER
SHALL PAY TO SUCH NON-CONSENTING LENDER THE AMOUNT, IF ANY, OWING TO SUCH LENDER
PURSUANT TO SECTION 5.1(B).
IN CONNECTION WITH ANY SUCH ASSIGNMENT, THE
BORROWER, ADMINISTRATIVE AGENT, SUCH NON-CONSENTING LENDER AND THE REPLACEMENT
LENDER SHALL OTHERWISE COMPLY WITH SECTION 13.6.
13.8.
Adjustments; Set-off.
(A)
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 11.1(I)(G) OR (H), 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RESCINDED, AND THE PURCHASE PRICE AND BENEFITS RETURNED, TO THE EXTENT OF SUCH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.
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(B)
AFTER THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, IN ADDITION TO ANY RIGHTS AND REMEDIES OF
THE LENDERS PROVIDED BY LAW, 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 ANY AMOUNT BECOMING DUE AND
PAYABLE BY THE 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 OR
AGENCY THEREOF TO OR FOR THE CREDIT OR THE ACCOUNT OF THE BORROWER (EXCLUDING,
FOR THE AVOIDANCE OF DOUBT, ANY SETTLEMENT ASSETS EXCEPT TO EFFECT SETTLEMENT
PAYMENTS SUCH LENDER IS OBLIGATED TO MAKE TO A THIRD PARTY IN RESPECT OF SUCH
SETTLEMENT ASSETS OR AS OTHERWISE AGREED IN WRITING BETWEEN THE BORROWER AND
SUCH LENDER).
EACH LENDER