OCCURRED AND BE CONTINUING, WITHOUT NOTICE TO SUCH
GRANTOR OR ANY OTHER GRANTOR, ANY SUCH NOTICE BEING EXPRESSLY WAIVED BY EACH
GRANTOR, TO SET OFF AND APPROPRIATE AND APPLY ANY AND ALL DEPOSITS (GENERAL OR
SPECIAL, TIME OR DEMAND, PROVISIONAL OR FINAL), IN ANY CURRENCY, AND ANY OTHER
CREDITS, INDEBTEDNESS OR CLAIMS, IN ANY CURRENCY, IN EACH CASE WHETHER DIRECT OR
INDIRECT, ABSOLUTE OR CONTINGENT, MATURED OR UNMATURED, AT ANY TIME HELD OR
OWING BY THE ADMINISTRATIVE AGENT OR SUCH LENDER TO OR FOR THE CREDIT OR THE
ACCOUNT OF SUCH GRANTOR, OR ANY PART THEREOF IN SUCH AMOUNTS AS THE
ADMINISTRATIVE AGENT OR SUCH LENDER MAY ELECT, AGAINST AND ON ACCOUNT OF THE
OBLIGATIONS AND LIABILITIES OF SUCH GRANTOR TO THE ADMINISTRATIVE AGENT OR SUCH
LENDER HEREUNDER AND CLAIMS OF EVERY NATURE AND DESCRIPTION OF THE
ADMINISTRATIVE AGENT OR SUCH LENDER AGAINST SUCH GRANTOR, IN ANY CURRENCY,
WHETHER ARISING HEREUNDER, UNDER THE CREDIT AGREEMENT, ANY OTHER LOAN DOCUMENT
OR OTHERWISE, AS THE ADMINISTRATIVE AGENT OR SUCH LENDER MAY ELECT, WHETHER OR
NOT THE ADMINISTRATIVE AGENT OR ANY LENDER HAS MADE ANY DEMAND FOR PAYMENT AND
ALTHOUGH SUCH OBLIGATIONS, LIABILITIES AND CLAIMS MAY BE CONTINGENT OR
UNMATURED.
THE ADMINISTRATIVE AGENT AND EACH LENDER SHALL NOTIFY SUCH GRANTOR
PROMPTLY OF ANY SUCH SET-OFF AND THE APPLICATION MADE BY THE ADMINISTRATIVE
AGENT OR SUCH LENDER OF THE PROCEEDS THEREOF, PROVIDED THAT THE FAILURE TO GIVE
SUCH NOTICE SHALL NOT AFFECT THE VALIDITY OF SUCH SET-OFF AND APPLICATION.
THE
RIGHTS OF THE ADMINISTRATIVE AGENT AND EACH LENDER UNDER THIS SECTION 8.6 ARE IN
ADDITION TO OTHER RIGHTS AND REMEDIES (INCLUDING, WITHOUT LIMITATION, OTHER
RIGHTS OF SET-OFF) WHICH THE ADMINISTRATIVE AGENT OR SUCH LENDER MAY HAVE.
8.7
COUNTERPARTS.
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.
8.8
SEVERABILITY.
ANY PROVISION OF THIS AGREEMENT WHICH IS PROHIBITED OR
UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH JURISDICTION, BE INEFFECTIVE
TO THE EXTENT OF SUCH PROHIBITION OR UNENFORCEABILITY WITHOUT INVALIDATING THE
REMAINING PROVISIONS HEREOF, AND ANY SUCH PROHIBITION OR UNENFORCEABILITY IN ANY
JURISDICTION SHALL NOT INVALIDATE OR RENDER UNENFORCEABLE SUCH PROVISION IN ANY
OTHER JURISDICTION.
8.9
SECTION HEADINGS.
THE SECTION HEADINGS USED IN THIS AGREEMENT ARE
FOR CONVENIENCE OF REFERENCE ONLY AND ARE NOT TO AFFECT THE CONSTRUCTION HEREOF
OR BE TAKEN INTO CONSIDERATION IN THE INTERPRETATION HEREOF.
8.10
INTEGRATION.
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT
THE ENTIRE AGREEMENT OF THE GRANTORS, THE ADMINISTRATIVE AGENT AND THE OTHER
SECURED PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF; AND THERE
ARE NO PROMISES, UNDERTAKINGS, REPRESENTATIONS OR WARRANTIES BY THE
ADMINISTRATIVE AGENT OR ANY SECURED PARTY RELATIVE TO SUBJECT MATTER HEREOF AND
THEREOF NOT EXPRESSLY SET FORTH OR REFERRED TO HEREIN OR IN THE OTHER LOAN
DOCUMENTS.
8.11
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN