OF REPRESENTATIONS AND WARRANTIES.
ALL
REPRESENTATIONS AND WARRANTIES HEREIN SHALL SURVIVE THE MAKING OF LOANS, THE
EXECUTION AND DELIVERY OF THIS AGREEMENT, THE NOTES AND THE OTHER DOCUMENTS (THE
FORMS OF WHICH ARE ATTACHED AS EXHIBITS HERETO), THE ISSUE AND DELIVERY OF THE
NOTES, ANY DISPOSITION THEREOF BY ANY HOLDER THEREOF, AND ANY INVESTIGATION MADE
BY THE ADMINISTRATIVE AGENT OR ANY LENDER OR ANY OTHER HOLDER OF ANY OF THE
NOTES OR ON ITS BEHALF.
ALL STATEMENTS CONTAINED IN ANY CERTIFICATE OR OTHER
DOCUMENT DELIVERED TO THE ADMINISTRATIVE AGENT OR ANY LENDER OR ANY HOLDER OF
ANY NOTES BY OR ON BEHALF OF THE BORROWER OR OF ITS SUBSIDIARIES PURSUANT HERETO
OR OTHERWISE SPECIFICALLY FOR USE IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED HEREBY SHALL CONSTITUTE REPRESENTATIONS AND WARRANTIES BY THE
BORROWER HEREUNDER, MADE AS OF THE RESPECTIVE DATES SPECIFIED THEREIN OR, IF NO
DATE IS SPECIFIED, AS OF THE RESPECTIVE DATES FURNISHED TO THE ADMINISTRATIVE
AGENT OR ANY LENDER.
SECTION 11.20
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 11.21
INDEPENDENCE OF COVENANTS.
ALL COVENANTS HEREUNDER SHALL
BE GIVEN INDEPENDENT EFFECT SO THAT IF A PARTICULAR ACTION, EVENT, CONDITION OR
CIRCUMSTANCE IS NOT PERMITTED BY ANY OF SUCH COVENANTS, THE FACT THAT IT WOULD
BE PERMITTED BY AN EXCEPTION TO, OR WOULD OTHERWISE BE WITHIN THE LIMITATIONS OR
RESTRICTIONS OF, ANOTHER COVENANT, SHALL NOT AVOID THE OCCURRENCE OF A DEFAULT
OR AN EVENT OF DEFAULT IF SUCH ACTION IS TAKEN OR EVENT, CONDITION OR
CIRCUMSTANCE EXISTS.
SECTION 11.22
INTEREST RATE LIMITATION.
NOTWITHSTANDING ANYTHING HEREIN
TO THE CONTRARY, IF AT ANY TIME THE INTEREST RATE APPLICABLE TO ANY LOAN,
TOGETHER WITH ALL FEES, CHARGES AND OTHER AMOUNTS THAT ARE TREATED AS INTEREST
ON SUCH LOAN UNDER APPLICABLE LAW (COLLECTIVELY THE "CHARGES"), SHALL EXCEED THE
MAXIMUM LAWFUL RATE (THE "MAXIMUM RATE") THAT MAY BE CONTRACTED FOR, CHARGED,
TAKEN, RECEIVED OR RESERVED BY THE LENDER HOLDING SUCH LOAN IN ACCORDANCE WITH
APPLICABLE LAW, THE RATE OF INTEREST PAYABLE IN RESPECT OF SUCH LOAN HEREUNDER,
TOGETHER WITH ALL CHARGES PAYABLE IN RESPECT THEREOF, SHALL BE LIMITED TO THE
MAXIMUM RATE AND, TO THE EXTENT LAWFUL, THE INTEREST AND CHARGES THAT WOULD HAVE
BEEN PAYABLE IN RESPECT OF SUCH LOAN BUT WERE NOT PAYABLE AS A RESULT OF THE
OPERATION OF THIS SECTION SHALL BE CUMULATED AND THE INTEREST AND CHARGES
PAYABLE TO SUCH LENDER IN RESPECT OF OTHER LOANS OR PERIODS SHALL BE INCREASED
(BUT NOT ABOVE THE MAXIMUM RATE THEREFOR) UNTIL SUCH CUMULATED AMOUNT, TOGETHER
WITH INTEREST THEREON AT THE BASE RATE TO THE DATE OF REPAYMENT, SHALL HAVE BEEN
RECEIVED BY SUCH LENDER.
SECTION 11.23
TREASURY REGULATIONS.
THE BORROWER ACKNOWLEDGES THAT THE
ADMINISTRATIVE AGENT