ANY
LOANS TO THE GRANTING LENDER OR TO ANY FINANCIAL INSTITUTIONS (CONSENTED TO BY
THE BORROWER AND ADMINISTRATIVE AGENT) PROVIDING LIQUIDITY OR CREDIT SUPPORT TO
OR FOR THE ACCOUNT OF SUCH SPV TO SUPPORT THE FUNDING OR MAINTENANCE OF LOANS
AND (II) SUBJECT TO SECTION 9.12, DISCLOSE ON A CONFIDENTIAL BASIS ANY
NON-PUBLIC INFORMATION RELATING TO ITS LOANS TO ANY RATING AGENCY, COMMERCIAL
PAPER DEALER OR PROVIDER OF ANY SURETY, GUARANTEE OR CREDIT OR LIQUIDITY
ENHANCEMENT TO SUCH SPV.
SECTION 9.05.
SURVIVAL.
ALL COVENANTS, AGREEMENTS, REPRESENTATIONS AND
WARRANTIES MADE BY THE LOAN PARTIES IN THE LOAN DOCUMENTS AND IN THE
CERTIFICATES OR OTHER INSTRUMENTS DELIVERED IN CONNECTION WITH OR PURSUANT TO
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE CONSIDERED TO HAVE BEEN
RELIED UPON BY THE OTHER PARTIES HERETO AND SHALL SURVIVE THE EXECUTION AND
DELIVERY OF THE LOAN DOCUMENTS 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 AMOUNT DUE IN RESPECT OF ANY B/A 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 2.15, 2.16, 2.17, 9.03 AND
9.12 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 AND AMOUNTS DUE IN RESPECT OF B/AS, THE EXPIRATION OR
TERMINATION OF THE LETTERS OF CREDIT AND THE COMMITMENTS OR THE TERMINATION OF
THIS AGREEMENT OR ANY PROVISION HEREOF.
SECTION 9.06.
COUNTERPARTS; INTEGRATION; EFFECTIVENESS.
THIS AGREEMENT MAY BE
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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 AND ANY SEPARATE LETTER AGREEMENTS WITH RESPECT TO FEES PAYABLE
TO THE ADMINISTRATIVE AGENT OR THE SYNDICATION OF THE LOANS AND COMMITMENTS
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 LOAN PARTY PARTY HERETO AND THE REQUIRED RESTATEMENT LENDERS, AND
THEREAFTER SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO
AND THEIR RESPECTIVE SUCCESSORS AND