OR COUNTERCLAIM OR RECEIPT OF PAYMENT; AND (B) SUCH OTHER ADJUSTMENTS AND
PURCHASES OF PARTICIPATIONS SHALL BE MADE FROM TIME TO TIME AS SHALL BE
EQUITABLE TO ENSURE THAT ALL OF THE LENDERS SHARE ANY PAYMENT OBTAINED IN
RESPECT OF THE OBLIGATIONS RATABLY IN ACCORDANCE WITH EACH LENDER'S SHARE OF THE
OBLIGATIONS IMMEDIATELY PRIOR TO, AND WITHOUT TAKING INTO ACCOUNT, THE PAYMENT;
PROVIDED THAT, IF ALL OR ANY PORTION OF A DISPROPORTIONATE PAYMENT OBTAINED AS A
RESULT OF THE EXERCISE OF THE RIGHT OF SETOFF, BANKER'S LIEN, COUNTERCLAIM OR
OTHERWISE IS THEREAFTER RECOVERED FROM THE PURCHASING LENDER BY SUCH CREDIT
PARTY OR ANY PERSON CLAIMING THROUGH OR SUCCEEDING TO THE RIGHTS OF SUCH CREDIT
PARTY, THE PURCHASE OF A PARTICIPATION SHALL BE RESCINDED AND THE PURCHASE PRICE
THEREOF SHALL BE RESTORED TO THE EXTENT OF THE RECOVERY, BUT WITHOUT INTEREST.
EACH LENDER THAT PURCHASES A PARTICIPATION IN THE OBLIGATIONS PURSUANT TO THIS
SECTION SHALL FROM AND AFTER THE PURCHASE HAVE THE RIGHT TO GIVE ALL NOTICES,
REQUESTS, DEMANDS, DIRECTIONS AND OTHER COMMUNICATIONS UNDER THIS AGREEMENT WITH
RESPECT TO THE PORTION OF THE OBLIGATIONS PURCHASED TO THE SAME EXTENT AS THOUGH
THE PURCHASING LENDER WERE THE ORIGINAL OWNER OF THE OBLIGATIONS PURCHASED.
EACH CREDIT PARTY EXPRESSLY CONSENTS TO THE FOREGOING ARRANGEMENTS AND AGREE
THAT ANY
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LENDER HOLDING A PARTICIPATION IN AN OBLIGATION SO PURCHASED MAY, TO THE FULLEST
EXTENT PERMITTED BY ANY APPLICABLE REQUIREMENT OF LAW, EXERCISE ANY AND ALL
RIGHTS OF SETOFF, BANKER'S LIEN OR COUNTERCLAIM WITH RESPECT TO THE
PARTICIPATION AS FULLY AS IF THE LENDER WERE THE ORIGINAL OWNER OF THE
OBLIGATION PURCHASED.
SECTION 10.07.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED BY ONE OR MORE OF
THE PARTIES TO THIS AGREEMENT IN ANY NUMBER OF SEPARATE COUNTERPARTS, EACH OF
WHICH, WHEN SO EXECUTED, SHALL BE DEEMED AN ORIGINAL, AND ALL OF SAID
COUNTERPARTS TAKEN TOGETHER SHALL BE DEEMED TO CONSTITUTE BUT ONE AND THE SAME
INSTRUMENT.
A SET OF THE COPIES OF THIS AGREEMENT SIGNED BY ALL THE PARTIES
SHALL BE LODGED WITH THE COMPANY AND THE ADMINISTRATIVE AGENT.
SECTION 10.08.
SEVERABILITY.
THE ILLEGALITY OR UNENFORCEABILITY OF ANY
PROVISION OF THIS AGREEMENT OR ANY INSTRUMENT OR AGREEMENT REQUIRED HEREUNDER
SHALL NOT IN ANY WAY AFFECT OR IMPAIR THE LEGALITY OR ENFORCEABILITY OF THE
REMAINING PROVISIONS OF THIS AGREEMENT OR ANY INSTRUMENT OR AGREEMENT REQUIRED
HEREUNDER.
SECTION 10.09.
NO THIRD PARTIES BENEFITED.
THIS AGREEMENT IS MADE AND ENTERED
INTO FOR THE SOLE PROTECTION AND LEGAL BENEFIT OF THE CREDIT PARTIES, THE
ADMINISTRATIVE AGENT AND THE LENDERS, AND THEIR PERMITTED SUCCESSORS AND
ASSIGNS, AND NO OTHER PERSON SHALL BE A DIRECT OR INDIRECT LEGAL BENEFICIARY OF,
OR HAVE ANY DIRECT OR INDIRECT CAUSE OF ACTION OR CLAIM IN CONNECTION WITH, THIS
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.
NEITHER THE ADMINISTRATIVE AGENT
NOR ANY LENDER SHALL HAVE ANY OBLIGATION TO ANY PERSON NOT A PARTY TO THIS
AGREEMENT OR OTHER LOAN DOCUMENTS.
SECTION 10.10.
TIME.
TIME IS OF THE ESSENCE AS TO EACH TERM OR PROVISION OF