TO THE TERMS OF THE FORM OF ASSIGNMENT AND ACCEPTANCE ATTACHED HERETO
AS EXHIBIT G, AND ACCORDINGLY NO OTHER ACTION BY SUCH LENDERS SHALL BE REQUIRED
IN CONNECTION THEREWITH.
THE PROVISIONS OF THIS PARAGRAPH ARE INTENDED TO
FACILITATE THE MAINTENANCE OF THE PERFECTION AND PRIORITY OF EXISTING SECURITY
INTERESTS IN THE COLLATERAL DURING ANY SUCH REPLACEMENT.
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10.7
ADJUSTMENTS; SET-OFF; CALCULATIONS; COMPUTATIONS.
(A)
IF ANY LENDER (A "BENEFITED LENDER") SHALL AT ANY TIME RECEIVE ANY
PAYMENT OF ALL OR PART OF ITS REVOLVING LOANS OR REIMBURSEMENT OBLIGATIONS OWING
TO IT, 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 SUBSECTION 8(F), OR OTHERWISE (EXCEPT
PURSUANT TO SUBSECTION 3.4, 3.13(D) OR 10.6)), 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 THE REIMBURSEMENT OBLIGATIONS, AS THE CASE MAY
BE, OWING TO IT, OR INTEREST THEREON, SUCH BENEFITED LENDER SHALL PURCHASE FOR
CASH FROM THE OTHER LENDERS, AN INTEREST (BY PARTICIPATION, ASSIGNMENT OR
OTHERWISE) IN SUCH PORTION OF EACH SUCH OTHER LENDER'S LOANS OR THE
REIMBURSEMENT OBLIGATIONS, AS THE CASE MAY BE, 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 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PURCHASE SHALL BE RESCINDED, AND THE PURCHASE PRICE AND BENEFITS RETURNED, TO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 ANY BORROWER, ANY
SUCH NOTICE BEING EXPRESSLY WAIVED BY EACH BORROWER TO THE EXTENT PERMITTED BY
APPLICABLE LAW, UPON THE OCCURRENCE OF AN EVENT OF DEFAULT UNDER SUBSECTION 8(A)
TO SET OFF AND APPROPRIATE AND APPLY AGAINST ANY AMOUNT THEN DUE AND PAYABLE
UNDER SUBSECTION 8(A) BY ANY 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 SUCH BORROWER.
EACH LENDER AGREES PROMPTLY TO NOTIFY THE PARENT
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