A GREATER PROPORTION
THAN ANY SUCH PAYMENT TO OR COLLATERAL RECEIVED BY ANY OTHER LENDER, IF ANY, IN
RESPECT OF SUCH OTHER LENDER'S SENIOR INTERIM LOANS, OWING TO IT, OR INTEREST
THEREON, SUCH BENEFITED LENDER SHALL PURCHASE FOR CASH FROM THE OTHER SENIOR
INTERIM LOAN LENDERS AN INTEREST (BY PARTICIPATION, ASSIGNMENT OR OTHERWISE) IN
SUCH PORTION OF EACH SUCH OTHER LENDER'S SENIOR INTERIM LOANS OWING TO IT, 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 SENIOR INTERIM LOAN 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BENEFITED LENDER, SUCH PURCHASE SHALL BE RESCINDED, AND THE PURCHASE PRICE AND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.
(B)
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 THE OCCURRENCE OF AN EVENT OF DEFAULT UNDER SUBSECTION 8(A)
OR(B) TO SET-OFF AND APPROPRIATE AND APPLY AGAINST ANY AMOUNT THEN DUE AND
PAYABLE UNDER SUBSECTION 8(A) OR(B) BY THE BORROWER 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.
EACH LENDER AGREES PROMPTLY TO NOTIFY
THE BORROWER AND THE ADMINISTRATIVE AGENT AFTER ANY SUCH SET-OFF AND APPLICATION
MADE BY SUCH LENDER, PROVIDED THAT THE FAILURE TO GIVE SUCH NOTICE SHALL NOT
AFFECT THE VALIDITY OF SUCH SET-OFF AND APPLICATION.
10.8
JUDGMENT.
(A)
IF, FOR THE PURPOSE OF OBTAINING OR ENFORCING JUDGMENT AGAINST ANY
LOAN PARTY IN ANY COURT IN ANY JURISDICTION, IT BECOMES NECESSARY TO CONVERT
INTO ANY OTHER CURRENCY (SUCH OTHER CURRENCY BEING HEREINAFTER IN THIS
SUBSECTION 10.8 REFERRED TO AS THE "JUDGMENT CURRENCY") AN AMOUNT DUE UNDER ANY
LOAN DOCUMENT IN ANY CURRENCY (THE "OBLIGATION CURRENCY") OTHER THAN THE
JUDGMENT CURRENCY, THE CONVERSION SHALL BE MADE AT THE RATE OF EXCHANGE
PREVAILING ON THE BUSINESS DAY IMMEDIATELY PRECEDING THE DATE OF ACTUAL PAYMENT
OF THE AMOUNT DUE, IN THE CASE OF ANY PROCEEDING IN THE COURTS OF ANY OTHER
JURISDICTION THAT WILL GIVE EFFECT TO SUCH CONVERSION BEING MADE ON SUCH DATE,
OR THE DATE ON WHICH THE JUDGMENT IS GIVEN, IN THE CASE OF ANY PROCEEDING IN THE
COURTS OF ANY OTHER JURISDICTION (THE APPLICABLE DATE AS OF WHICH SUCH
CONVERSION IS MADE PURSUANT TO THIS SUBSECTION 10.8 BEING HEREINAFTER IN THIS
SUBSECTION 10.8 REFERRED TO AS THE "JUDGMENT CONVERSION DATE").