SUCH TRUSTEE IN BANKRUPTCY,
DEBTOR IN POSSESSION, ASSIGNEE FOR THE BENEFIT OF CREDITORS, RECEIVERS, OR
EXECUTION, JUDGMENT OR ATTACHMENT CREDITOR, NOTWITHSTANDING THE FACT THAT SUCH
RIGHT OF SETOFF SHALL NOT HAVE BEEN EXERCISED BY SUCH LENDER PRIOR TO THE
MAKING, FILING OR ISSUANCE, OR SERVICE UPON SUCH LENDER OF, OR OF NOTICE OF, ANY
SUCH PETITION, ASSIGNMENT FOR THE BENEFIT OF CREDITORS, APPOINTMENT OR
APPLICATION FOR THE APPOINTMENT OF A RECEIVER, OR ISSUANCE OF EXECUTION,
SUBPOENA, ORDER OR WARRANT.
EACH LENDER AGREES PROMPTLY TO NOTIFY BORROWER AND
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.
(B)
BORROWER EXPRESSLY AGREES THAT TO THE EXTENT BORROWER MAKES A
PAYMENT OR PAYMENTS AND SUCH PAYMENT OR PAYMENTS, OR ANY PART THEREOF, ARE
SUBSEQUENTLY INVALIDATED, DECLARED TO BE FRAUDULENT OR PREFERENTIAL, SET ASIDE
OR ARE REQUIRED TO BE REPAID TO A TRUSTEE, RECEIVER, OR ANY OTHER PARTY UNDER
ANY BANKRUPTCY ACT, STATE OR FEDERAL LAW, COMMON LAW OR EQUITABLE CAUSE, THEN TO
THE EXTENT OF SUCH PAYMENT OR REPAYMENT, THE INDEBTEDNESS TO THE
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LENDERS OR PART THEREOF INTENDED TO BE SATISFIED SHALL BE REVIVED AND CONTINUED
IN FULL FORCE AND EFFECT AS IF SAID PAYMENT OR PAYMENTS HAD NOT BEEN MADE.
12.7
EXECUTION IN COUNTERPARTS.
This Agreement may be executed in any number of counterparts and by different
parties hereto on separate counterparts, each of which counterparts, when so
executed and delivered, shall be deemed to be an original and all of which
counterparts, taken together, shall constitute but one and the same Agreement.
Delivery of an executed counterpart of a signature page of this Agreement by
telecopy shall be effective as delivery of a manually executed counterpart of
this Agreement.
12.8
BINDING EFFECT; ASSIGNMENT; ADDITION AND SUBSTITUTION OF LENDERS.
(A)
THIS AGREEMENT SHALL BE BINDING UPON, AND INURE TO THE BENEFIT OF,
BORROWER, ADMINISTRATIVE AGENT, THE LENDERS, ALL FUTURE HOLDERS OF THE NOTES AND
THEIR RESPECTIVE SUCCESSORS AND ASSIGNS; PROVIDED, HOWEVER, THAT BORROWER MAY
NOT ASSIGN ITS RIGHTS OR OBLIGATIONS HEREUNDER OR IN CONNECTION HEREWITH OR ANY
INTEREST HEREIN (VOLUNTARILY, BY OPERATION OF LAW OR OTHERWISE) WITHOUT THE
PRIOR WRITTEN CONSENT OF ADMINISTRATIVE AGENT AND ALL OF THE LENDERS.
(B)
EACH LENDER MAY AT ANY TIME SELL TO ONE OR MORE BANKS OR OTHER
ENTITIES ("PARTICIPANTS") PARTICIPATING INTERESTS IN ALL OR ANY PORTION OF ITS
LOANS OR ANY OTHER INTEREST OF SUCH LENDER HEREUNDER (IN RESPECT OF ANY LENDER,
ITS "CREDIT EXPOSURE").
IN THE EVENT OF ANY SUCH SALE BY A LENDER OF
PARTICIPATING INTERESTS TO A PARTICIPANT, SUCH LENDER'S OBLIGATIONS UNDER THIS
AGREEMENT SHALL REMAIN UNCHANGED, SUCH LENDER SHALL REMAIN SOLELY RESPONSIBLE
FOR THE PERFORMANCE THEREOF, AND BORROWER AND ADMINISTRATIVE AGENT SHALL
CONTINUE TO DEAL SOLELY AND DIRECTLY WITH SUCH LENDER IN CONNECTION WITH SUCH
LENDER'S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT.
EACH LENDER SHALL FROM
TIME TO TIME UPON REQUEST OF BORROWER NOTIFY BORROWER OF THE IDENTITY