DOCUMENTATION; AND
(III)
EACH LENDER AGREES TO SAFEGUARD EACH REPORT AND ANY RELATED
DOCUMENTATION WITH THE SAME CARE WHICH IT USES WITH RESPECT TO INFORMATION OF
ITS OWN WHICH IT DOES NOT DESIRE TO DISSEMINATE OR PUBLISH, AND AGREES NOT TO
REPRODUCE OR DISTRIBUTE OR PROVIDE COPIES OF OR DISCLOSE ANY REPORT OR ANY OTHER
RELATED DOCUMENTATION OR ANY RELATED DISCUSSIONS TO ANYONE.
8.3.
SET OFF AND SHARING OF PAYMENTS.
SUBJECT TO SECTION 8.2(K), IN
ADDITION TO ANY RIGHTS NOW OR HEREAFTER GRANTED UNDER APPLICABLE LAW AND NOT BY
WAY OF LIMITATION OF ANY SUCH RIGHTS, DURING THE CONTINUANCE OF ANY EVENT OF
DEFAULT, EACH LENDER IS HEREBY AUTHORIZED BY BORROWERS AT ANY TIME OR FROM TIME
TO TIME, WITH REASONABLY PROMPT SUBSEQUENT NOTICE TO BORROWER REPRESENTATIVE
(ANY PRIOR OR CONTEMPORANEOUS NOTICE BEING HEREBY EXPRESSLY WAIVED) TO SET OFF
AND TO APPROPRIATE AND TO APPLY ANY AND ALL (A) BALANCES HELD BY SUCH LENDER AT
ANY OF ITS OFFICES FOR THE ACCOUNT OF ANY BORROWER OR ANY OF ITS SUBSIDIARIES
(REGARDLESS OF WHETHER SUCH BALANCES ARE THEN DUE TO ANY BORROWER OR ITS
SUBSIDIARIES), AND (B) OTHER PROPERTY AT ANY TIME HELD OR OWING BY SUCH LENDER
TO OR FOR THE CREDIT OR FOR THE ACCOUNT OF ANY BORROWER OR ANY OF ITS
SUBSIDIARIES, AGAINST AND ON ACCOUNT OF ANY OF THE OBLIGATIONS; EXCEPT THAT NO
LENDER SHALL
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EXERCISE ANY SUCH RIGHT WITHOUT THE PRIOR WRITTEN CONSENT OF AGENT.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE FAILURE TO GIVE NOTICE OF
ANY SET OFF AND APPLICATION MADE BY SUCH LENDER TO BORROWER REPRESENTATIVE SHALL
NOT AFFECT THE VALIDITY OF SUCH SET OFF AND APPLICATION.
ANY LENDER EXERCISING
A RIGHT TO SET OFF SHALL PURCHASE FOR CASH (AND THE OTHER LENDERS SHALL SELL)
INTERESTS IN EACH OF SUCH OTHER LENDER'S PRO RATA SHARE OF THE OBLIGATIONS AS
WOULD BE NECESSARY TO CAUSE ALL LENDERS TO SHARE THE AMOUNT SO SET OFF WITH EACH
OTHER LENDER ENTITLED TO SHARE IN THE AMOUNT SO SET OFF IN ACCORDANCE WITH THEIR
RESPECTIVE PRO RATA SHARES.
BORROWERS AGREE, TO THE FULLEST EXTENT PERMITTED BY
LAW, THAT ANY LENDER MAY EXERCISE ITS RIGHT TO SET OFF WITH RESPECT TO AMOUNTS
IN EXCESS OF ITS PRO RATA SHARE OF THE OBLIGATIONS AND UPON DOING SO SHALL
DELIVER SUCH AMOUNT SO SET OFF TO THE AGENT FOR THE BENEFIT OF ALL LENDERS
ENTITLED TO SHARE IN THE AMOUNT SO SET OFF IN ACCORDANCE WITH THEIR PRO RATA
SHARES.
8.4.
DISBURSEMENT OF FUNDS.
AGENT MAY, ON BEHALF OF LENDERS, DISBURSE
FUNDS TO BORROWERS FOR LOANS REQUESTED.
EACH LENDER SHALL REIMBURSE AGENT ON
DEMAND FOR ALL FUNDS DISBURSED ON ITS BEHALF BY AGENT, OR IF AGENT SO REQUESTS,
EACH LENDER WILL REMIT TO AGENT ITS PRO RATA SHARE OF ANY LOAN BEFORE AGENT
DISBURSES SAME TO BORROWERS.
IF AGENT ELECTS TO REQUIRE THAT EACH LENDER MAKE
FUNDS AVAILABLE TO AGENT PRIOR TO A DISBURSEMENT BY AGENT TO BORROWERS, AGENT
SHALL ADVISE EACH LENDER BY TELEPHONE OR FAX OF