AGREEMENT AND THE OTHER DEBT DOCUMENTS, EXCEPT THAT ANY
INDEMNITY RIGHTS OR OTHER RIGHTS IN FAVOR OF SUCH RESIGNING AGENT SHALL
CONTINUE.
AFTER ANY RESIGNING AGENT'S RESIGNATION HEREUNDER, THE PROVISIONS OF
THIS SECTION 9
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SHALL INURE TO ITS BENEFIT AS TO ANY ACTIONS TAKEN OR OMITTED TO BE TAKEN BY IT
WHILE IT WAS ACTING AS AGENT UNDER THIS AGREEMENT AND THE OTHER DEBT DOCUMENTS.
9.7.
SETOFF AND SHARING OF PAYMENTS.
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 CONTINUANCE OF ANY EVENT OF DEFAULT
AND SUBJECT TO SECTION 9.8(E), EACH LENDER IS HEREBY AUTHORIZED AT ANY TIME OR
FROM TIME TO TIME UPON THE DIRECTION OF AGENT, WITHOUT NOTICE TO BORROWER OR ANY
OTHER PERSON, ANY SUCH NOTICE BEING HEREBY EXPRESSLY WAIVED, TO OFFSET AND TO
APPROPRIATE AND TO APPLY ANY AND ALL BALANCES HELD BY IT AT ANY OF ITS OFFICES
FOR THE ACCOUNT OF BORROWER (REGARDLESS OF WHETHER SUCH BALANCES ARE THEN DUE TO
BORROWER) AND ANY OTHER PROPERTIES OR ASSETS AT ANY TIME HELD OR OWING BY THAT
LENDER OR THAT HOLDER TO OR FOR THE CREDIT OR FOR THE ACCOUNT OF BORROWER
AGAINST AND ON ACCOUNT OF ANY OF THE OBLIGATIONS THAT ARE NOT PAID WHEN DUE.
ANY LENDER EXERCISING A RIGHT OF SETOFF OR OTHERWISE RECEIVING ANY PAYMENT ON
ACCOUNT OF THE OBLIGATIONS IN EXCESS OF ITS PRO RATA SHARE THEREOF SHALL
PURCHASE FOR CASH (AND THE OTHER LENDERS OR HOLDERS SHALL SELL) SUCH
PARTICIPATIONS IN EACH SUCH OTHER LENDER'S OR HOLDER'S PRO RATA SHARE OF THE
OBLIGATIONS AS WOULD BE NECESSARY TO CAUSE SUCH LENDER TO SHARE THE AMOUNT SO
OFFSET OR OTHERWISE RECEIVED WITH EACH OTHER LENDER OR HOLDER IN ACCORDANCE WITH
THEIR RESPECTIVE PRO RATA SHARES OF THE OBLIGATIONS.
BORROWER AGREES, TO THE
FULLEST EXTENT PERMITTED BY LAW, THAT (A) ANY LENDER MAY EXERCISE ITS RIGHT TO
OFFSET WITH RESPECT TO AMOUNTS IN EXCESS OF ITS PRO RATA SHARE OF THE
OBLIGATIONS AND MAY SELL PARTICIPATIONS IN SUCH AMOUNTS SO OFFSET TO OTHER
LENDERS AND HOLDERS AND (B) ANY LENDER SO PURCHASING A PARTICIPATION IN THE TERM
LOANS MADE OR OTHER OBLIGATIONS HELD BY OTHER LENDERS OR HOLDERS MAY EXERCISE
ALL RIGHTS OF OFFSET, BANKERS' LIEN, COUNTERCLAIM OR SIMILAR RIGHTS WITH RESPECT
TO SUCH PARTICIPATION AS FULLY AS IF SUCH LENDER OR HOLDER WERE A DIRECT HOLDER
OF THE TERM LOANS AND THE OTHER OBLIGATIONS IN THE AMOUNT OF SUCH
PARTICIPATION.
NOTWITHSTANDING THE FOREGOING, IF ALL OR ANY PORTION OF THE
OFFSET AMOUNT OR PAYMENT OTHERWISE RECEIVED IS THEREAFTER RECOVERED FROM THE
LENDER THAT HAS EXERCISED THE RIGHT OF OFFSET, THE PURCHASE OF PARTICIPATIONS BY
THAT LENDER SHALL BE RESCINDED AND THE PURCHASE PRICE RESTORED WITHOUT
INTEREST.
THE TERM "PRO RATA SHARE" MEANS, (I) WITH RESPECT TO THE TERM LOAN A
COMMITMENT, TERM LOAN B COMMITMENT OR TERM LOAN C COMMITMENT OF ANY LENDER AT
ANY TIME, THE PERCENTAGE