SUCH PERIOD OF
FORBEARANCE.
SECTION 9.07.
ADJUSTMENTS; SET-OFF.
(A)
EXCEPT TO THE EXTENT
THAT THIS AGREEMENT EXPRESSLY PROVIDES FOR PAYMENTS TO BE ALLOCATED TO A
PARTICULAR LENDER OR TO THE LENDERS, IF ANY LENDER (A "BENEFITTED LENDER")
SHALL, AT ANY TIME AFTER THE LOANS AND OTHER AMOUNTS PAYABLE HEREUNDER
50
SHALL IMMEDIATELY BECOME DUE AND PAYABLE PURSUANT TO SECTION 7, RECEIVE ANY
PAYMENT OF ALL OR PART OF THE OBLIGATIONS OWING TO IT, 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 7(I), OR
OTHERWISE), IN A GREATER PROPORTION THAN ANY SUCH PAYMENT TO OR COLLATERAL
RECEIVED BY ANY OTHER LENDER, IF ANY, IN RESPECT OF THE OBLIGATIONS OWING TO
SUCH OTHER LENDER, SUCH BENEFITTED LENDER SHALL PURCHASE FOR CASH FROM THE OTHER
LENDERS A PARTICIPATING INTEREST IN SUCH PORTION OF THE OBLIGATIONS OWING TO
EACH SUCH OTHER LENDER, OR SHALL PROVIDE SUCH OTHER LENDERS WITH THE BENEFITS OF
ANY SUCH COLLATERAL, AS SHALL BE NECESSARY TO CAUSE SUCH BENEFITTED LENDER TO
SHARE THE EXCESS PAYMENT OR BENEFITS OF SUCH COLLATERAL 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 BENEFITTED 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SHALL BE RESCINDED, AND THE PURCHASE PRICE AND BENEFITS RETURNED, TO THE EXTENT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, IF AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING, EACH LENDER SHALL HAVE THE RIGHT, WITHOUT PRIOR NOTICE TO THE
BORROWER, ANY SUCH NOTICE BEING EXPRESSLY WAIVED BY THE BORROWER TO THE EXTENT
PERMITTED BY APPLICABLE LAW, UPON ANY AMOUNT BECOMING DUE AND PAYABLE BY THE
BORROWER 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, AS THE CASE MAY
BE.
EACH LENDER AGREES PROMPTLY TO NOTIFY THE BORROWER AND THE 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.
SECTION 9.08.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED BY
ONE OR MORE OF THE PARTIES TO THIS AGREEMENT ON ANY NUMBER OF SEPARATE
COUNTERPARTS, AND ALL OF SAID COUNTERPARTS TAKEN TOGETHER SHALL BE DEEMED TO
CONSTITUTE ONE AND THE SAME INSTRUMENT.
DELIVERY OF AN EXECUTED SIGNATURE PAGE
OF THIS AGREEMENT BY FACSIMILE TRANSMISSION SHALL BE EFFECTIVE AS DELIVERY OF A
MANUALLY EXECUTED COUNTERPART HEREOF.
A SET OF THE COPIES OF THIS