PAYABLE UNDER THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT IS OUTSTANDING AND UNPAID OR ANY LETTER OF CREDIT IS OUTSTANDING
AND SO LONG AS THE COMMITMENTS HAVE NOT EXPIRED OR TERMINATED.
THE PROVISIONS
OF SECTIONS 2.15, 2.16, 2.17 AND 9.03 AND ARTICLE VIII SHALL SURVIVE AND REMAIN
IN FULL FORCE AND EFFECT REGARDLESS OF THE 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 OTHER LOAN DOCUMENT OR ANY PROVISION HEREOF OR THEREOF.
(F)
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 ANY AGENT,
LENDER OR ISSUING BANK 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 PAYING AGENT AND WHEN THE PAYING AGENT SHALL HAVE
RECEIVED COUNTERPARTS HEREOF WHICH, WHEN TAKEN TOGETHER, BEAR THE SIGNATURES OF
EACH OF THE OTHER PARTIES HERETO (OTHER THAN THE BORROWER), 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 TELECOPY SHALL BE EFFECTIVE AS DELIVERY OF A
MANUALLY EXECUTED COUNTERPART OF THIS AGREEMENT.
(G)
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.
(H)
RIGHT OF SETOFF.
IF AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING, 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) 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 LOAN PARTY
AGAINST ANY OF AND ALL THE OBLIGATIONS OF SUCH LOAN PARTY NOW OR HEREAFTER
EXISTING UNDER ANY LOAN DOCUMENT HELD BY SUCH LENDER, IRRESPECTIVE OF WHETHER OR
NOT SUCH LENDER SHALL HAVE MADE ANY DEMAND UNDER ANY LOAN DOCUMENT 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