AND ORDER AS SHALL BE
DETERMINED BY THE ADMINISTRATIVE AGENT.
13.6
CONFIRMATIONS.
EACH BORROWER AND EACH HOLDER OF ANY PORTION OF THE
OBLIGATIONS AGREES FROM TIME TO TIME, UPON WRITTEN REQUEST RECEIVED BY IT FROM
THE OTHER, TO CONFIRM TO THE OTHER IN WRITING (WITH A COPY OF EACH SUCH
CONFIRMATION TO ADMINISTRATIVE AGENT) THE AGGREGATE UNPAID PRINCIPAL AMOUNT OF
THE LOAN OR LOANS AND OTHER OBLIGATIONS THEN OUTSTANDING.
13.7
SETOFF; RECOUPMENT.
(A)
IN ADDITION TO ANY RIGHTS AND REMEDIES OF THE LENDERS PROVIDED BY
LAW, EACH LENDER SHALL HAVE THE RIGHT, WITHOUT PRIOR NOTICE TO THE FUNDS
ADMINISTRATOR, ANY SUCH NOTICE BEING EXPRESSLY WAIVED BY THE FUNDS
ADMINISTRATOR, UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT, TO SETOFF AND APPLY AGAINST ANY OBLIGATIONS, WHETHER MATURED OR
UNMATURED, OF THE BORROWERS TO SUCH LENDER, ANY AMOUNT OWING FROM SUCH LENDER TO
THE BORROWERS, AT OR AT ANY TIME AFTER, THE HAPPENING OF ANY OF THE
ABOVE-MENTIONED EVENTS, AND THE AFORESAID RIGHT OF SETOFF MAY BE EXERCISED BY
SUCH LENDER AGAINST THE BORROWERS OR AGAINST ANY TRUSTEE IN BANKRUPTCY, DEBTOR
IN POSSESSION, ASSIGNEE FOR THE BENEFIT OF CREDITORS, RECEIVERS, OR EXECUTION,
JUDGMENT OR ATTACHMENT CREDITOR OF THE BORROWERS, OR AGAINST ANYONE ELSE
CLAIMING THROUGH OR AGAINST, THE BORROWERS OR SUCH TRUSTEE IN BANKRUPTCY, DEBTOR
IN POSSESSION, ASSIGNEE FOR THE BENEFIT OF CREDITORS, RECEIVERS, OR EXECUTION,
JUDGMENT OR ATTACHMENT CREDITOR, NOTWITHSTANDING THE FACT THAT SUCH RIGHT OF
SETOFF SHALL NOT HAVE BEEN EXERCISED BY SUCH LENDER PRIOR TO THE MAKING, FILING
OR ISSUANCE, OR SERVICE UPON SUCH LENDER OF, OR OF NOTICE OF, ANY SUCH PETITION,
ASSIGNMENT FOR THE BENEFIT OF CREDITORS, APPOINTMENT OR APPLICATION FOR THE
APPOINTMENT OF A RECEIVER, OR ISSUANCE OF EXECUTION, SUBPOENA, ORDER OR
WARRANT.
EACH LENDER AGREES PROMPTLY TO NOTIFY THE FUNDS ADMINISTRATOR AND
ADMINISTRATIVE AGENT AFTER ANY SUCH SETOFF AND APPLICATION MADE BY SUCH LENDER,
PROVIDED THAT THE FAILURE TO GIVE SUCH NOTICE SHALL NOT AFFECT THE VALIDITY OF
SUCH SETOFF AND APPLICATION.
(B)
BORROWERS EXPRESSLY AGREE THAT TO THE EXTENT THE BORROWERS MAKE A
PAYMENT OR PAYMENTS AND SUCH PAYMENT OR PAYMENTS, OR ANY PART THEREOF, ARE
SUBSEQUENTLY INVALIDATED, DECLARED TO BE FRAUDULENT OR PREFERENTIAL, SET ASIDE
OR ARE REQUIRED TO BE REPAID TO A TRUSTEE, RECEIVER, OR ANY OTHER PARTY UNDER
ANY BANKRUPTCY ACT, STATE OR FEDERAL LAW, COMMON LAW OR EQUITABLE CAUSE, THEN TO
THE EXTENT OF SUCH PAYMENT OR REPAYMENT, THE INDEBTEDNESS TO THE LENDERS OR PART
THEREOF INTENDED TO BE SATISFIED SHALL BE REVIVED AND CONTINUED IN FULL FORCE
AND EFFECT AS IF SAID PAYMENT OR PAYMENTS HAD NOT BEEN MADE.
13.8
EXECUTION IN COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY
NUMBER OF COUNTERPARTS AND BY DIFFERENT PARTIES HERETO ON SEPARATE COUNTERPARTS,
EACH OF WHICH COUNTERPARTS, WHEN SO EXECUTED AND DELIVERED, SHALL BE DEEMED TO
BE AN ORIGINAL AND ALL OF WHICH COUNTERPARTS, TAKEN TOGETHER, SHALL CONSTITUTE
BUT ONE AND THE SAME AGREEMENT.
DELIVERY OF AN EXECUTED COUNTERPART OF A
SIGNATURE PAGE OF THIS AGREEMENT BY