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 ANY
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 2.14, 2.15, 2.16, 2.19 AND 11.03 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 PROVISION HEREOF.
SECTION 11.06. 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
96
AND ANY SEPARATE LETTER AGREEMENTS WITH RESPECT TO FEES PAYABLE TO THE AGENTS OR
THE 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 FACILITY AGENT AND WHEN THE FACILITY AGENT SHALL HAVE
RECEIVED COUNTERPARTS HEREOF WHICH, WHEN TAKEN TOGETHER, BEAR THE SIGNATURES OF
EACH OF THE OTHER PARTIES HERETO, 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 OR OTHER ELECTRONIC TRANSMISSION SHALL BE EFFECTIVE AS
DELIVERY OF A MANUALLY EXECUTED COUNTERPART OF THIS AGREEMENT.
SECTION 11.07. SEVERABILITY. ANY PROVISION OF ANY LOAN DOCUMENT 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 OF SUCH LOAN DOCUMENT; AND THE INVALIDITY OF A
PARTICULAR PROVISION IN A PARTICULAR JURISDICTION SHALL NOT INVALIDATE SUCH
PROVISION IN ANY OTHER JURISDICTION.
SECTION 11.08. 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