SUCH NOTICE BEING EXPRESSLY WAIVED BY THE 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 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 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.
SECTION 10.8.
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 FEE LETTER, 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.
SECTION 10.9.
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
FEE OR ANY OTHER AMOUNT PAYABLE UNDER THIS AGREEMENT 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 2.17, 2.18, 2.19, AND 10.3
AND ARTICLE IX SHALL SURVIVE AND REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, THE REPAYMENT OF
88
THE LOANS, THE EXPIRATION OR TERMINATION OF THE LETTERS OF CREDIT AND THE
COMMITMENTS OR THE TERMINATION OF THIS AGREEMENT OR ANY PROVISION HEREOF.
ALL
REPRESENTATIONS AND WARRANTIES MADE HEREIN, IN THE CERTIFICATES, REPORTS,
NOTICES, AND OTHER DOCUMENTS DELIVERED PURSUANT TO