SHALL
PURCHASE FOR CASH FROM THE OTHER LENDERS SUCH PORTION OF EACH SUCH OTHER
LENDER'S LOANS, PARTICIPATIONS IN LETTERS OF CREDIT, OR FEES, OR SHALL PROVIDE
SUCH OTHER LENDERS WITH THE BENEFITS OF ANY SUCH COLLATERAL, OR THE PROCEEDS
THEREOF, AS SHALL BE NECESSARY TO CAUSE SUCH BENEFITTED 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 BENEFITTED LENDER, SUCH
PURCHASE SHALL BE RESCINDED, AND THE PURCHASE PRICE AND BENEFITS RETURNED, TO
THE EXTENT OF SUCH RECOVERY, BUT WITHOUT INTEREST.
THE BORROWER AGREES THAT
EACH LENDER SO PURCHASING A PORTION OF ANOTHER LENDER'S LOANS OR ITS
PARTICIPATIONS IN LETTERS OF CREDIT MAY EXERCISE ALL RIGHTS OF PAYMENT
(INCLUDING, WITHOUT LIMITATION, RIGHTS OF SET-OFF) WITH RESPECT TO SUCH PORTION
AS FULLY AS IF SUCH LENDER WERE THE DIRECT HOLDER OF SUCH PORTION.
(B)
SUBJECT TO SECTION 9.7(A), IN ADDITION TO ANY RIGHTS AND REMEDIES
OF THE LENDERS PROVIDED BY LAW, WITH THE PRIOR CONSENT OF THE AGENT, EACH LENDER
SHALL HAVE THE RIGHT, EXERCISABLE UPON THE OCCURRENCE AND DURING THE CONTINUANCE
OF AN EVENT OF DEFAULT, WITHOUT PRIOR NOTICE TO THE BORROWER, ANY SUCH NOTICE
BEING EXPRESSLY WAIVED BY THE BORROWER TO THE EXTENT PERMITTED BY APPLICABLE
LAW, TO SET-OFF AND APPROPRIATE AND APPLY AGAINST ANY SUCH OBLIGATIONS 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 AFFILIATE OR ANY BRANCH OR AGENCY
THEREOF OR BANK CONTROLLING SUCH LENDER TO OR FOR THE CREDIT OR THE ACCOUNT OF
THE BORROWER TO THE EXTENT SUCH OBLIGATIONS ARE THEN DUE AND PAYABLE.
EACH
LENDER AGREES PROMPTLY TO NOTIFY THE BORROWER 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.
9.8
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 COUNTERPART OF A SIGNATURE PAGE TO THIS
AGREEMENT BY TELECOPIER SHALL BE EFFECTIVE AS DELIVERY OF A MANUALLY EXECUTED
COUNTERPART OF THIS AGREEMENT.
9.9
SEVERABILITY.
ANY PROVISION OF THIS AGREEMENT WHICH IS PROHIBITED
OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH JURISDICTION, BE
INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR UNENFORCEABILITY WITHOUT
INVALIDATING THE REMAINING PROVISIONS HEREOF, AND ANY SUCH PROHIBITION OR
UNENFORCEABILITY IN ANY JURISDICTION SHALL NOT INVALIDATE OR RENDER
UNENFORCEABLE SUCH PROVISION IN ANY OTHER JURISDICTION.
9.10
INTEGRATION.
THIS AGREEMENT, TOGETHER WITH THE OTHER LOAN
DOCUMENTS, REPRESENTS THE ENTIRE AGREEMENT OF THE BORROWER, THE AGENT AND THE
LENDERS