FROM THE DATE
OF SUCH DEMAND TO THE DATE SUCH PAYMENT IS MADE AT A RATE PER ANNUM EQUAL TO THE
FEDERAL FUNDS EFFECTIVE RATE FROM TIME TO TIME IN EFFECT. THE OBLIGATIONS OF THE
LENDERS UNDER SECTION 11.13(B) SHALL SURVIVE THE PAYMENT IN FULL OF THE
OBLIGATIONS AND THE TERMINATION OF THIS AGREEMENT.
SECTION 11.14
RIGHT OF SETOFF. EACH LENDER AND
EACH OF ITS RESPECTIVE AFFILIATES IS HEREBY AUTHORIZED AT ANY TIME AND FROM TIME
TO TIME DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, 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) AT ANY
TIME HELD AND OTHER OBLIGATIONS (IN WHATEVER CURRENCY) AT ANY TIME OWING BY SUCH
LENDER OR ANY SUCH AFFILIATE TO OR FOR THE CREDIT OR THE ACCOUNT OF THE BORROWER
AGAINST ANY AND ALL OF THE OBLIGATIONS OF THE BORROWER NOW OR HEREAFTER EXISTING
UNDER THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT TO SUCH LENDER,
IRRESPECTIVE OF WHETHER OR NOT SUCH LENDER SHALL HAVE MADE ANY DEMAND UNDER THIS
AGREEMENT OR ANY OTHER FINANCING DOCUMENT AND ALTHOUGH SUCH OBLIGATIONS OF THE
BORROWER MAY BE CONTINGENT OR UNMATURED OR ARE OWED TO A BRANCH OR OFFICE OF
SUCH LENDER DIFFERENT FROM THE BRANCH OR OFFICE HOLDING SUCH DEPOSIT OR
OBLIGATED ON SUCH INDEBTEDNESS. THE RIGHTS OF EACH LENDER AND THEIR RESPECTIVE
AFFILIATES UNDER THIS SECTION 11.14 ARE IN ADDITION TO OTHER RIGHTS AND REMEDIES
(INCLUDING OTHER RIGHTS OF SETOFF) THAT SUCH LENDER OR THEIR RESPECTIVE
AFFILIATES MAY HAVE. EACH LENDER AGREES TO NOTIFY THE BORROWER AND THE
ADMINISTRATIVE AGENT PROMPTLY AFTER ANY SUCH SETOFF AND APPLICATION; PROVIDED
THAT THE FAILURE TO GIVE SUCH NOTICE SHALL NOT AFFECT THE VALIDITY OF SUCH
SETOFF AND APPLICATION.
SECTION 11.15
SEVERABILITY. IF ANY PROVISION OF
THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT IS HELD TO BE ILLEGAL, INVALID OR
UNENFORCEABLE, (A) THE LEGALITY, VALIDITY AND ENFORCEABILITY OF THE REMAINING
PROVISIONS OF THIS AGREEMENT AND THE OTHER FINANCING DOCUMENTS SHALL NOT BE
AFFECTED OR IMPAIRED THEREBY AND (B) THE PARTIES SHALL ENDEAVOR IN GOOD FAITH
NEGOTIATIONS TO REPLACE THE ILLEGAL, INVALID OR UNENFORCEABLE PROVISIONS WITH
VALID PROVISIONS THE ECONOMIC EFFECT OF WHICH COMES AS CLOSE AS POSSIBLE TO THAT
OF THE ILLEGAL, INVALID OR UNENFORCEABLE PROVISIONS. THE INVALIDITY OF A
PROVISION IN A PARTICULAR JURISDICTION SHALL NOT INVALIDATE OR RENDER
UNENFORCEABLE SUCH PROVISION IN ANY OTHER JURISDICTION.
SECTION 11.16
SURVIVAL. NOTWITHSTANDING ANYTHING
IN THIS AGREEMENT TO THE CONTRARY, SECTION 11.06 (COSTS AND EXPENSES) AND
SECTION 11.08 (INDEMNIFICATION BY THE BORROWER) SHALL SURVIVE ANY TERMINATION OF
THIS AGREEMENT. IN ADDITION, EACH REPRESENTATION AND WARRANTY MADE HEREUNDER AND
IN ANY OTHER FINANCING DOCUMENT OR OTHER DOCUMENT DELIVERED PURSUANT HERETO OR
THERETO OR IN CONNECTION HEREWITH OR THEREWITH SHALL SURVIVE THE EXECUTION AND
DELIVERY HEREOF AND THEREOF. SUCH
148
REPRESENTATIONS AND WARRANTIES HAVE BEEN OR WILL BE RELIED UPON BY EACH AGENT
AND EACH LENDER, REGARDLESS OF ANY INVESTIGATION MADE BY