REGARDLESS OF THE CONSUMMATION
OF THE TRANSACTIONS CONTEMPLATED HEREBY, THE REPAYMENT OF THE LOANS, THE PAYMENT
OF THE REIMBURSEMENT OBLIGATIONS, THE EXPIRATION OR TERMINATION OF THE LETTERS
OF CREDIT AND THE COMMITMENTS OR THE TERMINATION OF THIS AGREEMENT OR ANY
PROVISION HEREOF.
SECTION 10.06
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, AND ANY SEPARATE LETTER AGREEMENTS
148
WITH RESPECT TO FEES PAYABLE TO THE ADMINISTRATIVE AGENT, 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 TELECOPIER SHALL BE EFFECTIVE AS DELIVERY OF A MANUALLY EXECUTED
COUNTERPART OF THIS AGREEMENT.
SECTION 10.07
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 10.08
RIGHT OF SETOFF. IF AN EVENT OF DEFAULT SHALL HAVE
OCCURRED AND BE CONTINUING, EACH LENDER, THE ISSUING BANK, AND EACH OF THEIR
RESPECTIVE AFFILIATES IS HEREBY AUTHORIZED AT ANY TIME AND FROM TIME TO TIME, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE REQUIREMENTS OF 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, THE ISSUING BANK OR ANY SUCH
AFFILIATE TO OR FOR THE CREDIT OR THE ACCOUNT OF BORROWER AGAINST ANY AND ALL OF
THE OBLIGATIONS OF BORROWER NOW OR HEREAFTER EXISTING UNDER THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT TO SUCH LENDER OR THE ISSUING BANK, IRRESPECTIVE OF
WHETHER OR NOT SUCH LENDER OR THE ISSUING BANK SHALL HAVE MADE ANY DEMAND UNDER
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND ALTHOUGH SUCH OBLIGATIONS OF
BORROWER MAY BE CONTINGENT OR UNMATURED OR ARE OWED TO A BRANCH OR OFFICE OF
SUCH LENDER OR THE ISSUING BANK DIFFERENT FROM THE BRANCH OR OFFICE HOLDING SUCH
DEPOSIT OR OBLIGATED ON SUCH INDEBTEDNESS. THE RIGHTS OF EACH LENDER, THE
ISSUING BANK AND THEIR RESPECTIVE AFFILIATES UNDER THIS SECTION ARE IN ADDITION
TO OTHER RIGHTS AND REMEDIES (INCLUDING OTHER RIGHTS OF SETOFF) THAT SUCH
LENDER, THE