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SEC Filings

SC 13D
ALLEN PAUL G filed this Form SC 13D on 11/22/1999
Entire Document
 
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Lender that is a fund that invests in bank loans, from pledging, without the
consent of the Administrative Agent or the Borrower, all or any portion of its
Loans to any trustee for, or any other representative of, holders of obligations
owed, or securities issued, by such fund, as security for such obligations or
securities, provided that any foreclosure or similar action by such trustee or
representative shall be subject to the provisions of this Section 10.6
concerning assignments. In order to facilitate such pledge or assignment, the
Borrower hereby agrees that, upon request of any Lender at any time and from
time to time after the Borrower has made its initial borrowing hereunder, the
Borrower shall provide to such Lender, at the Borrower's own expense, a Note
evidencing the Loan owing to such Lender.

         SECTION 10.7 Adjustments; Set-off.

         (a) Except as otherwise expressly provided herein, 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 8.1 (f), or otherwise), in a
greater proportion than any such payment to or collateral received by any other
Lender, if any, in respect of each such other Lender's Loans owing to each such
other Lender, 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 owing to each such other Lender, 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rescinded, and the purchase price and benefits returned, to the extent of such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 following the occurrence and during the
continuance of any Event of Default, without prior notice to the Borrower or the
Guarantor, any such notice being expressly waived by the Borrower and the
Guarantor to the extent permitted by applicable law, upon any amount becoming
due and payable by the Borrower or the Guarantor hereunder (whether at the
stated maturity, by acceleration or otherwise) to set-off and appropriate and
apply against such amount 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 the Borrower or the Guarantor. Each Lender agrees promptly to notify
the Borrower or the Guarantor, as the case may be, 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.

         SECTION 10.8 Counterparts. This Agreement may be executed by one or
more of the parties to this Agreement on any number of separate counterparts
(including by facsimile transmission), and all of said counterparts taken
together shall be deemed to constitute one and


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