PERSON AND THE
BORROWER ARE IMPLICATED WITH RESPECT TO THE LOSSES OR THE THREATENED LOSSES, AND
REPRESENTATION OF BOTH PARTIES BY THE SAME COUNSEL WOULD BE INAPPROPRIATE DUE TO
ACTUAL OR POTENTIAL CONFLICTS IN REPRESENTING BOTH PARTIES BETWEEN THEM, IN EACH
OF WHICH CASES THE REASONABLE AND REASONABLY DOCUMENTED FEES AND EXPENSES OF
COUNSEL (INCLUDING LOCAL COUNSEL) WILL BE AT THE EXPENSE OF THE BORROWER, AND
ALL SUCH FEES AND EXPENSES WILL BE REIMBURSED PROMPTLY AS THEY ARE INCURRED.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN, SECTION 7.3 SHALL NOT
APPLY TO TAXES WHICH ARE COVERED SOLELY BY SECTION 7.2(F).
(B)
CONTRIBUTION.
IF THE INDEMNIFICATION
PROVIDED FOR IN SECTION 7.3(A) IS PROHIBITED UNDER APPLICABLE REGULATIONS TO AN
INDEMNIFIED PERSON, THEN THE BORROWER, IN LIEU OF INDEMNIFYING THE INDEMNIFIED
PERSON, WILL CONTRIBUTE TO THE AMOUNT PAID OR PAYABLE BY THE INDEMNIFIED PERSON
AS A RESULT OF THE LOSSES IN SUCH PROPORTION AS IS APPROPRIATE TO REFLECT THE
RELATIVE FAULT OF THE BORROWER, ON THE ONE HAND, AND OF THE INDEMNIFIED PERSON,
ON THE OTHER, IN CONNECTION WITH THE EVENTS OR CIRCUMSTANCES WHICH RESULTED IN
THE LOSSES AS WELL AS ANY OTHER RELEVANT EQUITABLE CONSIDERATIONS.
SECTION 7.4.
RIGHT OF SET OFF.
IN ADDITION TO
ANY RIGHTS NOW OR HEREAFTER GRANTED UNDER APPLICABLE LAW AND NOT BY WAY OF
LIMITATION OF ANY SUCH RIGHTS, UPON THE OCCURRENCE AND DURING THE CONTINUATION
OF ANY EVENT OF DEFAULT, EACH LENDER AND ADMINISTRATIVE AGENT ARE HEREBY
AUTHORIZED BY EACH CREDIT PARTY AT ANY TIME OR FROM TIME TO TIME, WITHOUT NOTICE
TO ANY CREDIT PARTY OR TO ANY OTHER PERSON, ANY SUCH NOTICE BEING HEREBY
EXPRESSLY WAIVED, TO SET OFF AND TO APPROPRIATE AND TO APPLY ANY AND ALL
DEPOSITS (GENERAL OR SPECIAL, INCLUDING INDEBTEDNESS EVIDENCED BY CERTIFICATES
OF DEPOSIT, WHETHER MATURED OR UNMATURED, BUT NOT INCLUDING TRUST ACCOUNTS) AND
ANY OTHER INDEBTEDNESS AT ANY TIME HELD OR OWING BY SUCH LENDER OR
ADMINISTRATIVE AGENT TO OR FOR THE CREDIT OR THE ACCOUNT OF ANY CREDIT PARTY
AGAINST AND ON ACCOUNT OF THE OBLIGATIONS OF ANY CREDIT PARTY TO SUCH LENDER OR
ADMINISTRATIVE AGENT HEREUNDER, IRRESPECTIVE OF WHETHER OR NOT (A) SUCH LENDER
OR ADMINISTRATIVE AGENT SHALL HAVE MADE ANY DEMAND HEREUNDER OR (B) THE
PRINCIPAL OF OR THE INTEREST ON THE TERM LOANS OR ANY
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OTHER AMOUNTS DUE HEREUNDER OR THE OTHER LOAN DOCUMENTS SHALL HAVE BECOME DUE
AND PAYABLE AND ALTHOUGH SUCH OBLIGATIONS AND LIABILITIES, OR ANY OF THEM, MAY
BE CONTINGENT OR UNMATURED.
SECTION 7.5.
FUNDING BREAKAGE.
IN ADDITION TO
THE COMPENSATION REQUIRED UNDER SECTION 7.1, THE BORROWER SHALL PAY ALL
ADMINISTRATIVE FEES CHARGED BY LENDER AND INDEMNIFY EACH LENDER AGAINST ANY LOSS
OR EXPENSE (INCLUDING LOSS OF MARGIN) WHICH SUCH LENDER HAS INCURRED AS A
CONSEQUENCE OF ANY PAYMENT OR PREPAYMENT OF ANY TERM LOAN ON A DAY OTHER THAN
THE LAST DAY OF THE CORRESPONDING INTEREST PERIOD (WHETHER OR NOT SUCH PAYMENT
IS MANDATORY OR AUTOMATIC AND WHETHER OR NOT SUCH PAYMENT OR PREPAYMENT IS THEN
DUE).
IF