ACCORDANCE WITH THE RESPECTIVE PRINCIPAL AMOUNTS OF THEIR
OUTSTANDING LOANS).
EACH LENDER AGREES THAT IN COMPUTING SUCH LENDER'S PORTION
OF ANY LOAN TO BE MADE HEREUNDER, THE ADMINISTRATIVE AGENT MAY, IN ITS
DISCRETION, ROUND EACH LENDER'S PERCENTAGE OF SUCH LOAN TO THE NEXT HIGHEST OR
LOWER WHOLE DOLLAR AMOUNT.
SECTION 2.18.
SHARING OF SETOFFS.
EACH LENDER AGREES THAT IF IT
SHALL, THROUGH THE EXERCISE OF A RIGHT OF BANKER'S LIEN, SETOFF OR COUNTERCLAIM
AGAINST THE BORROWER OR ANY OTHER LOAN PARTY, OR PURSUANT TO A SECURED CLAIM
UNDER SECTION 506 OF TITLE 11 OF THE UNITED STATES CODE OR OTHER SECURITY OR
INTEREST ARISING FROM, OR IN LIEU OF, SUCH SECURED CLAIM, RECEIVED BY SUCH
LENDER UNDER ANY APPLICABLE BANKRUPTCY, INSOLVENCY OR OTHER SIMILAR LAW OR
OTHERWISE, OR BY ANY OTHER MEANS, OBTAIN PAYMENT (VOLUNTARY OR INVOLUNTARY) IN
RESPECT OF ANY LOAN AS A RESULT OF WHICH THE UNPAID PRINCIPAL PORTION OF ITS
LOANS SHALL BE PROPORTIONATELY LESS THAN THE UNPAID PRINCIPAL PORTION OF THE
LOANS OF ANY OTHER LENDER, IT SHALL BE DEEMED SIMULTANEOUSLY TO HAVE PURCHASED
FROM SUCH OTHER LENDER AT FACE VALUE, AND SHALL PROMPTLY PAY TO SUCH OTHER
LENDER THE PURCHASE PRICE FOR, A PARTICIPATION IN THE LOANS OF SUCH OTHER
LENDER, SO THAT THE AGGREGATE UNPAID PRINCIPAL AMOUNT OF THE LOANS HELD BY EACH
LENDER SHALL BE IN THE SAME PROPORTION TO THE AGGREGATE UNPAID PRINCIPAL AMOUNT
OF ALL LOANS THEN OUTSTANDING AS THE PRINCIPAL AMOUNT OF ITS LOANS PRIOR TO SUCH
EXERCISE OF BANKER'S LIEN, SETOFF OR COUNTERCLAIM OR OTHER EVENT WAS TO THE
PRINCIPAL AMOUNT OF ALL LOANS OUTSTANDING PRIOR TO SUCH EXERCISE OF BANKER'S
LIEN, SETOFF OR COUNTERCLAIM OR OTHER EVENT; PROVIDED, HOWEVER, THAT IF ANY SUCH
PURCHASE OR PURCHASES OR ADJUSTMENTS SHALL BE MADE PURSUANT TO THIS SECTION 2.18
AND THE PAYMENT GIVING RISE THERETO SHALL THEREAFTER BE RECOVERED, SUCH PURCHASE
OR PURCHASES OR ADJUSTMENTS SHALL BE RESCINDED TO THE EXTENT OF SUCH RECOVERY
AND THE PURCHASE PRICE OR PRICES OR ADJUSTMENT RESTORED WITHOUT INTEREST.
THE
BORROWER EXPRESSLY CONSENTS TO THE FOREGOING ARRANGEMENTS AND AGREES THAT ANY
LENDER HOLDING A PARTICIPATION IN A LOAN DEEMED TO HAVE BEEN SO PURCHASED MAY
EXERCISE ANY AND ALL RIGHTS OF BANKER'S LIEN, SETOFF OR COUNTERCLAIM WITH
RESPECT TO ANY AND ALL MONEYS OWING BY THE BORROWER TO SUCH LENDER BY REASON
THEREOF AS FULLY AS IF SUCH LENDER HAD MADE A LOAN DIRECTLY TO THE BORROWER IN
THE AMOUNT OF SUCH PARTICIPATION.
SECTION 2.19.
PAYMENTS.
(A)
THE BORROWER SHALL MAKE EACH PAYMENT
(INCLUDING PRINCIPAL OF OR INTEREST ON ANY LOAN OR ANY FEES OR OTHER AMOUNTS)
HEREUNDER AND UNDER ANY OTHER LOAN DOCUMENT NOT LATER THAN 11:00 A.M., NEW YORK
CITY TIME, ON THE DATE WHEN DUE IN IMMEDIATELY AVAILABLE DOLLARS, WITHOUT
SETOFF, DEFENSE OR COUNTERCLAIM.
EACH SUCH PAYMENT SHALL BE MADE TO THE RATABLE
ACCOUNT OF THE LENDERS AT THE ADDRESS FOR PAYMENT SPECIFIED IN THE SIGNATURE
PAGE HERETO (OR SUCH OTHER ADDRESS AS THE LENDERS MAY FROM TIME TO TIME SPECIFY
IN