CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
HEREBY, THE REPAYMENT OF THE LOANS, THE EXPIRATION OR TERMINATION OF THE LETTERS
OF CREDIT AND THE COMMITMENTS OR THE TERMINATION OF THIS AGREEMENT OR ANY
PROVISION HEREOF.
SECTION 12.06.
COUNTERPARTS; INTEGRATION; EFFECTIVENESS.
THIS AGREEMENT MAY BE
EXECUTED IN COUNTERPARTS (AND BY DIFFERENT PARTIES HERETO ON DIFFERENT
COUNTERPARTS), EACH OF WHICH SHALL CONSTITUTE AN ORIGINAL, BUT ALL OF WHICH WHEN
TAKEN TOGETHER SHALL CONSTITUTE A SINGLE CONTRACT.
THIS AGREEMENT, THE OTHER
LOAN DOCUMENTS AND ANY SEPARATE LETTER AGREEMENTS 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 WHICH, WHEN
TAKEN TOGETHER, BEAR THE SIGNATURES OF EACH OF THE OTHER PARTIES HERETO, AND
THEREAFTER SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO
AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
DELIVERY OF AN EXECUTED
COUNTERPART OF A SIGNATURE PAGE OF THIS AGREEMENT BY FACSIMILE OR E-MAIL SHALL
BE EFFECTIVE AS DELIVERY OF A MANUALLY EXECUTED COUNTERPART OF THIS AGREEMENT.
SECTION 12.07.
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.
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SECTION 12.08.
RIGHT OF SET-OFF.
IF AN EVENT OF DEFAULT SHALL HAVE OCCURRED
AND BE CONTINUING AND THE MATURITY OF THE LOANS HAS BEEN ACCELERATED UNDER
ARTICLE 8, EACH LENDER AND EACH OF ITS AFFILIATES IS HEREBY AUTHORIZED AT ANY
TIME AND FROM TIME TO TIME, TO THE FULLEST EXTENT PERMITTED BY LAW, TO SET-OFF
AND APPLY ANY AND ALL DEPOSITS (GENERAL OR SPECIAL, TIME OR DEMAND, PROVISIONAL
OR FINAL, BUT EXCLUDING DEPOSITS HELD IN A TRUSTEE, FIDUCIARY, AGENCY OR SIMILAR
CAPACITY OR OTHERWISE FOR THE BENEFIT OF A THIRD PARTY) AT ANY TIME HELD AND
OTHER OBLIGATIONS AT ANY TIME OWING BY SUCH LENDER OR AFFILIATE TO OR FOR THE
CREDIT OR THE ACCOUNT OF ANY CREDIT PARTY AGAINST ANY OF AND ALL THE OBLIGATIONS
OF SUCH CREDIT PARTY NOW OR HEREAFTER EXISTING UNDER THIS AGREEMENT HELD BY SUCH
LENDER, IRRESPECTIVE OF WHETHER OR NOT SUCH LENDER SHALL HAVE MADE ANY DEMAND
UNDER THIS AGREEMENT AND ALTHOUGH SUCH OBLIGATIONS MAY BE UNMATURED.
THE RIGHTS
OF EACH LENDER UNDER THIS SECTION ARE IN ADDITION TO OTHER RIGHTS AND REMEDIES
(INCLUDING OTHER RIGHTS OF SET-OFF) WHICH SUCH LENDER MAY HAVE.
SECTION 12.09.
GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS.
(A)
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
INTERNAL LAW