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 10.10, 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.
DELIVERY OF AN EXECUTED COUNTERPART BY FACSIMILE SHALL BE
EFFECTIVE AS AN ORIGINAL EXECUTED COUNTERPART AND SHALL BE DEEMED A
REPRESENTATION THAT THE ORIGINAL EXECUTED COUNTERPART WILL BE DELIVERED.
SECTION 10.12
INTEGRATION.
THIS AGREEMENT, TOGETHER WITH THE OTHER TERM LOAN
DOCUMENTS, COMPRISES THE COMPLETE AND INTEGRATED AGREEMENT OF THE PARTIES ON THE
SUBJECT MATTER HEREOF AND THEREOF 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 TERM LOAN DOCUMENT, THE
PROVISIONS OF THIS AGREEMENT SHALL CONTROL; PROVIDED THAT THE INCLUSION OF
SUPPLEMENTAL RIGHTS OR REMEDIES IN FAVOR OF THE ADMINISTRATIVE AGENT OR THE
LENDERS IN ANY OTHER TERM LOAN DOCUMENT SHALL NOT BE DEEMED A CONFLICT WITH THIS
AGREEMENT.
EACH TERM 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 TERM LOAN DOCUMENT OR OTHER
DOCUMENT DELIVERED PURSUANT
106
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 ADMINISTRATIVE AGENT AND EACH LENDER,
REGARDLESS OF ANY INVESTIGATION MADE BY THE ADMINISTRATIVE AGENT OR ANY LENDER
OR ON THEIR BEHALF AND NOTWITHSTANDING THAT THE ADMINISTRATIVE AGENT OR ANY
LENDER MAY HAVE HAD NOTICE OR KNOWLEDGE OF ANY DEFAULT OR EVENT OF DEFAULT AT
THE TIME OF ANY LOAN, AND SHALL CONTINUE IN FULL FORCE AND EFFECT AS LONG AS ANY
LOAN OR ANY OTHER TERM LOAN OBLIGATION SHALL REMAIN UNPAID OR UNSATISFIED.
SECTION 10.14
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT OR THE OTHER
TERM LOAN DOCUMENTS IS HELD TO BE ILLEGAL, INVALID OR UNENFORCEABLE, (I) THE
LEGALITY, VALIDITY AND ENFORCEABILITY OF THE REMAINING PROVISIONS OF THIS
AGREEMENT AND THE OTHER TERM LOAN DOCUMENTS SHALL NOT BE AFFECTED OR IMPAIRED
THEREBY AND (II) THE PARTIES SHALL ENDEAVOR IN GOOD FAITH NEGOTIATIONS TO
REPLACE