SHALL EXCEED THE MAXIMUM
LAWFUL RATE (THE "MAXIMUM RATE") THAT MAY BE CHARGED OR CONTRACTED FOR, CHARGED
OR OTHERWISE RECEIVED 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 10.09, 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 LENDER SHALL HAVE RECEIVED
SUCH CUMULATED AMOUNT, TOGETHER WITH INTEREST THEREON AT THE FEDERAL FUNDS RATE
TO THE DATE OF PAYMENT.
SECTION 10.11
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED AND DELIVERED SHALL BE AN ORIGINAL,
BUT ALL OF WHICH SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT. IT SHALL NOT BE
NECESSARY IN MAKING PROOF OF THIS AGREEMENT TO PRODUCE OR ACCOUNT FOR MORE THAN
ONE SUCH COUNTERPART.
SECTION 10.12
INTEGRATION.
THIS AGREEMENT, TOGETHER WITH THE OTHER LOAN
DOCUMENTS, COMPRISES THE COMPLETE AND INTEGRATED AGREEMENT OF THE PARTIES ON THE
SUBJECT MATTER HEREOF AND THEREOF
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AND SUPERSEDES ALL PRIOR AGREEMENTS, WRITTEN OR ORAL, ON SUCH SUBJECT MATTER.
IN THE EVENT OF ANY CONFLICT BETWEEN THE PROVISIONS OF THIS AGREEMENT AND THOSE
OF ANY OTHER LOAN DOCUMENT, THE PROVISIONS OF THIS AGREEMENT SHALL CONTROL;
PROVIDED THAT THE INCLUSION OF SUPPLEMENTAL RIGHTS OR REMEDIES IN FAVOR OF THE
ADMINISTRATIVE AGENT, THE COLLATERAL AGENT OR THE LENDERS IN ANY OTHER LOAN
DOCUMENT SHALL NOT BE DEEMED A CONFLICT WITH THIS AGREEMENT.
EACH LOAN DOCUMENT
WAS DRAFTED WITH THE JOINT PARTICIPATION OF THE RESPECTIVE PARTIES THERETO AND
SHALL BE CONSTRUED NEITHER AGAINST NOR IN FAVOR OF ANY PARTY, BUT RATHER IN
ACCORDANCE WITH THE FAIR MEANING THEREOF.
SECTION 10.13
SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
ALL REPRESENTATIONS
AND WARRANTIES MADE HEREUNDER AND IN ANY OTHER LOAN 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
REPRESENTATIONS AND WARRANTIES HAVE BEEN OR WILL BE RELIED UPON BY THE AGENTS
AND EACH LENDER, REGARDLESS OF ANY INVESTIGATION MADE BY ANY AGENT OR ANY LENDER
OR ON THEIR BEHALF AND NOTWITHSTANDING THAT THE AGENT OR ANY LENDER MAY HAVE HAD
NOTICE OR KNOWLEDGE OF ANY DEFAULT OR EVENT OF DEFAULT AT THE TIME OF ANY CREDIT
EXTENSION, AND SHALL CONTINUE IN FULL FORCE AND EFFECT AS LONG AS ANY LOAN OR
ANY OTHER CREDIT OBLIGATION SHALL REMAIN UNPAID OR UNSATISFIED OR ANY LETTER OF
CREDIT SHALL REMAIN OUTSTANDING.
SECTION 10.14
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT OR THE OTHER
LOAN DOCUMENTS IS HELD TO BE ILLEGAL, INVALID OR UNENFORCEABLE, (I) THE
LEGALITY, VALIDITY AND ENFORCEABILITY OF THE REMAINING