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SECTION 2.05(D) OR (F).
THE PROVISIONS OF SECTIONS 2.14, 2.15, 2.16,
2.17(E) AND 9.03 AND ARTICLE VIII SHALL SURVIVE AND REMAIN IN FULL FORCE AND
EFFECT REGARDLESS OF THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY,
THE REPAYMENT OF THE LOANS, THE EXPIRATION OR TERMINATION OF THE LETTERS OF
CREDIT AND THE COMMITMENTS OR THE TERMINATION OF THIS AGREEMENT OR ANY PROVISION
HEREOF.
SECTION 9.06.
COUNTERPARTS; INTEGRATION; EFFECTIVENESS.
THIS AGREEMENT MAY BE
EXECUTED IN COUNTERPARTS (AND BY DIFFERENT PARTIES HERETO ON DIFFERENT
COUNTERPARTS), EACH OF WHICH SHALL CONSTITUTE AN ORIGINAL, BUT ALL OF WHICH WHEN
TAKEN TOGETHER SHALL CONSTITUTE A SINGLE CONTRACT.
THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS CONSTITUTE THE ENTIRE CONTRACT AMONG THE PARTIES RELATING TO THE
SUBJECT MATTER HEREOF AND SUPERSEDE ANY AND ALL PREVIOUS AGREEMENTS AND
UNDERSTANDINGS, ORAL OR WRITTEN, RELATING TO THE SUBJECT MATTER HEREOF (BUT DO
NOT SUPERSEDE ANY PROVISIONS OF THE COMMITMENT LETTER, THE FEE LETTERS OR ANY
SEPARATE LETTER AGREEMENTS WITH RESPECT TO FEES PAYABLE TO THE ADMINISTRATIVE
AGENT OR AN ISSUING BANK THAT DO NOT BY THE TERMS OF SUCH DOCUMENTS TERMINATE
UPON THE EFFECTIVENESS OF THIS AGREEMENT, ALL OF WHICH PROVISIONS SHALL REMAIN
IN FULL FORCE AND EFFECT).
EXCEPT AS PROVIDED IN SECTION 4.01, THIS AGREEMENT
SHALL BECOME EFFECTIVE WHEN IT SHALL HAVE BEEN EXECUTED BY THE ADMINISTRATIVE
AGENT AND THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED COUNTERPARTS HEREOF THAT,
WHEN TAKEN TOGETHER, BEAR THE SIGNATURES OF EACH OF THE OTHER PARTIES HERETO,
AND THEREAFTER SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES
HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
DELIVERY OF AN EXECUTED
COUNTERPART OF A SIGNATURE PAGE OF THIS AGREEMENT BY FACSIMILE OR OTHER
ELECTRONIC IMAGING SHALL BE EFFECTIVE AS DELIVERY OF A MANUALLY EXECUTED
COUNTERPART OF THIS AGREEMENT.
SECTION 9.07.
SEVERABILITY.
ANY PROVISION OF THIS AGREEMENT HELD TO BE
INVALID, ILLEGAL OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH
JURISDICTION, BE INEFFECTIVE TO THE EXTENT OF SUCH INVALIDITY, ILLEGALITY OR
UNENFORCEABILITY WITHOUT AFFECTING THE VALIDITY, LEGALITY AND ENFORCEABILITY OF
THE REMAINING PROVISIONS HEREOF; AND THE INVALIDITY OF A PARTICULAR PROVISION IN
A PARTICULAR JURISDICTION SHALL NOT INVALIDATE SUCH PROVISION IN ANY OTHER
JURISDICTION.
SECTION 9.08.
RIGHT OF SETOFF.
IF AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND
BE CONTINUING, EACH LENDER AND EACH ISSUING BANK, AND EACH AFFILIATE OF ANY OF
THE FOREGOING, IS HEREBY AUTHORIZED AT ANY TIME AND FROM TIME TO TIME, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TO SET OFF AND APPLY ANY AND ALL
DEPOSITS (GENERAL OR SPECIAL, TIME OR DEMAND, PROVISIONAL OR FINAL, IN WHATEVER
CURRENCY) OR OTHER AMOUNTS AT ANY TIME HELD AND OTHER OBLIGATIONS (IN WHATEVER
CURRENCY) AT ANY TIME OWING BY SUCH LENDER OR SUCH ISSUING BANK, OR BY SUCH AN
AFFILIATE, TO OR FOR THE CREDIT OR THE ACCOUNT OF THE BORROWER AGAINST ANY OF
AND ALL THE OBLIGATIONS THEN DUE OF THE BORROWER NOW OR HEREAFTER EXISTING UNDER
THIS AGREEMENT HELD BY SUCH LENDER OR SUCH ISSUING BANK, IRRESPECTIVE OF