AT ANY TIME ANY LENDER, THE L/C ISSUER OR ANY OF THEIR
RESPECTIVE AFFILIATES MAINTAINS ONE OR MORE DEPOSIT ACCOUNTS FOR ANY BORROWER OR
ANY OTHER LOAN PARTY INTO WHICH MEDICARE AND/OR MEDICAID RECEIVABLES ARE
DEPOSITED, SUCH PERSON SHALL WAIVE THE RIGHT OF SETOFF SET FORTH HEREIN.
10.09
INTEREST RATE LIMITATION.
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN ANY LOAN DOCUMENT, THE INTEREST PAID OR AGREED TO BE PAID UNDER THE
LOAN DOCUMENTS SHALL NOT EXCEED THE MAXIMUM RATE OF NON-USURIOUS INTEREST
PERMITTED BY APPLICABLE LAW (THE "MAXIMUM RATE").
IF THE ADMINISTRATIVE AGENT
OR ANY LENDER SHALL RECEIVE INTEREST IN AN AMOUNT THAT EXCEEDS THE MAXIMUM RATE,
THE EXCESS INTEREST SHALL BE APPLIED TO THE PRINCIPAL OF THE LOANS OR, IF IT
EXCEEDS SUCH UNPAID PRINCIPAL, REFUNDED TO THE BORROWERS.
IN DETERMINING
WHETHER THE INTEREST CONTRACTED FOR, CHARGED, OR RECEIVED BY THE ADMINISTRATIVE
AGENT OR A LENDER EXCEEDS THE MAXIMUM RATE, SUCH PERSON MAY, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, (A) CHARACTERIZE ANY PAYMENT THAT IS NOT PRINCIPAL
AS AN EXPENSE, FEE, OR PREMIUM RATHER THAN INTEREST, (B) EXCLUDE VOLUNTARY
PREPAYMENTS AND THE EFFECTS THEREOF, AND (C) AMORTIZE, PRORATE, ALLOCATE, AND
SPREAD IN EQUAL OR UNEQUAL PARTS THE TOTAL AMOUNT OF INTEREST THROUGHOUT THE
CONTEMPLATED TERM OF THE OBLIGATIONS HEREUNDER.
10.10
COUNTERPARTS; INTEGRATION; EFFECTIVENESS.
THIS AGREEMENT MAY BE
EXECUTED IN COUNTERPARTS (AND BY DIFFERENT PARTIES HERETO IN DIFFERENT
COUNTERPARTS), EACH OF WHICH SHALL CONSTITUTE AN ORIGINAL, BUT ALL OF WHICH WHEN
TAKEN TOGETHER SHALL CONSTITUTE A SINGLE CONTRACT.
THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS 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 THAT, WHEN TAKEN TOGETHER, BEAR THE
SIGNATURES OF EACH OF THE OTHER PARTIES HERETO.
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.
10.11
SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
ALL REPRESENTATIONS AND
WARRANTIES MADE HEREUNDER AND IN ANY OTHER LOAN DOCUMENT OR OTHER DOCUMENT
DELIVERED PURSUANT HERETO OR
111
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 AT THE TIME OF ANY CREDIT EXTENSION, AND
SHALL CONTINUE IN FULL FORCE AND EFFECT AS LONG AS ANY LOAN OR ANY OTHER
OBLIGATION HEREUNDER SHALL REMAIN UNPAID OR UNSATISFIED OR ANY LETTER OF CREDIT
SHALL REMAIN OUTSTANDING.
10.12
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT