ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.
RIGHT OF SETOFF.
IN ADDITION TO ANY RIGHTS NOW OR HEREAFTER GRANTED UNDER
APPLICABLE LAW AND NOT BY WAY OF LIMITATION OF ANY SUCH RIGHTS, EACH LENDER AND
THE ISSUING BANK SHALL HAVE THE RIGHT, AT ANY TIME OR FROM TIME TO TIME UPON THE
OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, WITHOUT PRIOR
NOTICE TO THE BORROWER OR THE CO-BORROWER, ANY SUCH NOTICE BEING EXPRESSLY
WAIVED BY THE BORROWER AND THE CO-BORROWER TO THE EXTENT PERMITTED BY APPLICABLE
LAW, TO SET OFF AND APPLY AGAINST ALL DEPOSITS (GENERAL OR SPECIAL, TIME OR
DEMAND, PROVISIONAL OR FINAL) OF THE BORROWER AND THE CO-BORROWER AT ANY TIME
HELD OR OTHER OBLIGATIONS AT ANY TIME OWING BY SUCH LENDER AND THE ISSUING BANK
TO OR FOR THE CREDIT OR THE ACCOUNT OF THE BORROWER AND THE CO-BORROWER AGAINST
ANY AND ALL OBLIGATIONS HELD BY SUCH LENDER OR THE ISSUING BANK, AS THE CASE MAY
BE, IRRESPECTIVE OF WHETHER SUCH LENDER OR THE ISSUING BANK SHALL HAVE MADE
DEMAND HEREUNDER AND ALTHOUGH SUCH OBLIGATIONS MAY BE UNMATURED. EACH LENDER AND
THE ISSUING BANK AGREE PROMPTLY TO NOTIFY THE ADMINISTRATIVE AGENT AND THE
BORROWER AFTER ANY SUCH SET-OFF AND ANY APPLICATION MADE BY SUCH LENDER AND THE
ISSUING BANK, AS THE CASE MAY BE; PROVIDED, THAT THE FAILURE TO GIVE SUCH NOTICE
SHALL NOT AFFECT THE VALIDITY OF SUCH SET-OFF AND APPLICATION.
COUNTERPARTS; INTEGRATION.
THIS AGREEMENT MAY BE EXECUTED BY ONE OR MORE OF THE
PARTIES TO THIS AGREEMENT ON ANY NUMBER OF SEPARATE COUNTERPARTS (INCLUDING BY
TELECOPY), AND ALL OF SAID COUNTERPARTS TAKEN TOGETHER SHALL BE DEEMED TO
CONSTITUTE ONE AND THE SAME INSTRUMENT. THIS AGREEMENT, THE OTHER LOAN
DOCUMENTS, AND ANY SEPARATE LETTER AGREEMENT(S) RELATING TO ANY FEES PAYABLE TO
THE ADMINISTRATIVE AGENT CONSTITUTE THE ENTIRE AGREEMENT AMONG THE PARTIES
HERETO AND THERETO REGARDING THE SUBJECT MATTERS HEREOF AND THEREOF AND
SUPERSEDE ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, ORAL OR WRITTEN, REGARDING
SUCH SUBJECT MATTERS.
SURVIVAL.
ALL COVENANTS, AGREEMENTS, REPRESENTATIONS AND WARRANTIES MADE BY THE
BORROWER HEREIN AND IN THE CERTIFICATES OR OTHER INSTRUMENTS DELIVERED IN
CONNECTION WITH OR PURSUANT TO THIS AGREEMENT SHALL BE CONSIDERED TO HAVE BEEN
RELIED UPON BY THE OTHER PARTIES HERETO AND SHALL SURVIVE THE EXECUTION AND
DELIVERY OF THIS AGREEMENT AND THE MAKING
OF ANY LOANS AND ISSUANCE OF ANY
LETTERS OF CREDIT, REGARDLESS OF ANY INVESTIGATION MADE BY ANY SUCH OTHER PARTY
OR ON ITS BEHALF AND NOTWITHSTANDING THAT THE ADMINISTRATIVE AGENT, THE ISSUING
BANK OR ANY LENDER MAY HAVE HAD NOTICE OR KNOWLEDGE OF ANY DEFAULT OR INCORRECT
REPRESENTATION OR WARRANTY AT THE TIME ANY CREDIT IS EXTENDED HEREUNDER, AND
SHALL CONTINUE IN FULL FORCE AND EFFECT AS LONG AS THE PRINCIPAL OF OR ANY
ACCRUED INTEREST ON ANY LOAN OR ANY