SUCH LENDER, THE L/C ISSUER OR
THEIR RESPECTIVE AFFILIATES MAY HAVE.
EACH LENDER AND THE L/C ISSUER 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.
10.09
INTEREST RATE LIMITATION.
NOTWITHSTANDING ANYTHING TO
THE CONTRARY CONTAINED IN ANY LOAN DOCUMENT, THE INTEREST PAID OR AGREED TO BE
PAID UNDER THE LOAN DOCUMENTS SHALL NOT EXCEED THE MAXIMUM RATE OF NON-USURIOUS
INTEREST PERMITTED BY APPLICABLE LAW (THE "MAXIMUM RATE").
IF THE
ADMINISTRATIVE AGENT OR ANY LENDER SHALL RECEIVE INTEREST IN AN AMOUNT THAT
EXCEEDS THE MAXIMUM RATE, THE EXCESS INTEREST SHALL BE APPLIED TO THE PRINCIPAL
OF THE LOANS OR, IF IT EXCEEDS SUCH UNPAID PRINCIPAL, REFUNDED TO THE BORROWER.
IN DETERMINING WHETHER THE INTEREST CONTRACTED FOR, CHARGED, OR RECEIVED BY THE
ADMINISTRATIVE AGENT OR A LENDER EXCEEDS THE MAXIMUM RATE, SUCH PERSON MAY, TO
THE EXTENT PERMITTED BY APPLICABLE LAW, (A) CHARACTERIZE ANY PAYMENT THAT IS NOT
PRINCIPAL AS AN EXPENSE, FEE, OR PREMIUM RATHER THAN INTEREST, (B) EXCLUDE
VOLUNTARY PREPAYMENTS AND THE EFFECTS THEREOF, AND (C) AMORTIZE, PRORATE,
ALLOCATE, AND SPREAD IN EQUAL OR UNEQUAL PARTS THE TOTAL AMOUNT OF INTEREST
THROUGHOUT THE CONTEMPLATED TERM OF THE OBLIGATIONS HEREUNDER.
10.10
COUNTERPARTS; INTEGRATION; EFFECTIVENESS.
THIS
AGREEMENT MAY BE EXECUTED IN COUNTERPARTS (AND BY DIFFERENT PARTIES HERETO IN
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.
EXCEPT AS PROVIDED IN SECTION 4.01, THIS AGREEMENT SHALL BECOME
EFFECTIVE WHEN IT SHALL HAVE BEEN EXECUTED BY THE ADMINISTRATIVE AGENT AND WHEN
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED COUNTERPARTS HEREOF THAT, WHEN
TAKEN TOGETHER, BEAR THE SIGNATURES OF EACH OF THE OTHER PARTIES HERETO.
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.
10.11
SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
ALL
REPRESENTATIONS AND WARRANTIES MADE HEREUNDER AND IN ANY OTHER LOAN DOCUMENT OR
OTHER DOCUMENT DELIVERED
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PURSUANT HERETO OR THERETO OR IN CONNECTION HEREWITH OR THEREWITH SHALL SURVIVE
THE EXECUTION AND DELIVERY HEREOF AND THEREOF.
SUCH REPRESENTATIONS AND
WARRANTIES HAVE BEEN OR WILL BE RELIED UPON BY THE ADMINISTRATIVE AGENT AND EACH
LENDER, REGARDLESS OF ANY INVESTIGATION MADE BY THE ADMINISTRATIVE AGENT OR ANY
LENDER OR ON THEIR BEHALF, AND SHALL CONTINUE IN FULL FORCE AND EFFECT AS LONG
AS ANY LOAN OR ANY OTHER OBLIGATION HEREUNDER SHALL REMAIN UNPAID OR UNSATISFIED
OR ANY LETTER OF CREDIT SHALL REMAIN OUTSTANDING.
10.12
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT OR
THE OTHER LOAN DOCUMENTS IS HELD TO BE ILLEGAL, INVALID OR UNENFORCEABLE,
(A) THE LEGALITY, VALIDITY AND ENFORCEABILITY OF THE