SUCH
REPLACEMENT, SHALL BE REASONABLY SATISFACTORY
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TO THE ADMINISTRATIVE AGENT, (V) THE REPLACED LENDER SHALL BE OBLIGATED TO MAKE
SUCH REPLACEMENT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 13.6 (PROVIDED
THAT THE BORROWER SHALL BE OBLIGATED TO PAY THE REGISTRATION AND PROCESSING FEE
REFERRED TO THEREIN) AND (VI) ANY SUCH REPLACEMENT SHALL NOT BE DEEMED TO BE A
WAIVER OF ANY RIGHTS THAT THE BORROWER, THE ADMINISTRATIVE AGENT OR ANY OTHER
LENDER SHALL HAVE AGAINST THE REPLACED LENDER.
(B)
IF ANY LENDER (SUCH LENDER, A "NON-CONSENTING LENDER") HAS FAILED
TO CONSENT TO A PROPOSED AMENDMENT, WAIVER, DISCHARGE OR TERMINATION THAT
PURSUANT TO THE TERMS OF SECTION 13.1 REQUIRES THE CONSENT OF ALL OF THE LENDERS
AFFECTED AND WITH RESPECT TO WHICH THE REQUIRED LENDERS SHALL HAVE GRANTED THEIR
CONSENT, THEN PROVIDED NO EVENT OF DEFAULT THEN EXISTS, THE BORROWER SHALL HAVE
THE RIGHT (UNLESS SUCH NON-CONSENTING LENDER GRANTS SUCH CONSENT) TO REPLACE
SUCH NON-CONSENTING LENDER BY REQUIRING SUCH NON-CONSENTING LENDER TO ASSIGN ITS
LOANS, AND ITS COMMITMENTS HEREUNDER TO 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 11.5, 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.
(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