THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS, EXCEPT THAT NO PLEDGOR SHALL HAVE THE RIGHT
TO ASSIGN ITS RIGHTS HEREUNDER OR ANY INTEREST HEREIN OR IN THE SECURITIES
COLLATERAL (AND ANY SUCH ATTEMPTED ASSIGNMENT SHALL BE VOID), EXCEPT AS
EXPRESSLY CONTEMPLATED BY THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS. THIS
AGREEMENT SHALL BE CONSTRUED AS A SEPARATE AGREEMENT WITH RESPECT TO EACH
PLEDGOR AND MAY BE AMENDED, MODIFIED, SUPPLEMENTED, WAIVED OR RELEASED WITH
RESPECT TO ANY PLEDGOR WITHOUT THE APPROVAL OF ANY OTHER PLEDGOR AND WITHOUT
AFFECTING THE OBLIGATIONS OF ANY OTHER PLEDGOR HEREUNDER.
SECTION 16.
SURVIVAL OF AGREEMENT; SEVERABILITY. (A)
ALL COVENANTS,
AGREEMENTS, REPRESENTATIONS AND WARRANTIES MADE BY ANY PLEDGOR HEREIN AND IN THE
CERTIFICATES OR OTHER INSTRUMENTS PREPARED OR DELIVERED IN CONNECTION WITH OR
PURSUANT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE CONSIDERED TO
HAVE BEEN RELIED UPON BY THE COLLATERAL AGENT AND THE OTHER SECURED PARTIES AND
SHALL SURVIVE THE MAKING BY THE LENDERS OF THE LOANS, AND THE LENDERS' ISSUANCE
OF AND PARTICIPATIONS IN LETTERS OF CREDIT, REGARDLESS OF ANY INVESTIGATION MADE
BY THE SECURED PARTIES OR ON THEIR BEHALF, AND SHALL CONTINUE IN FULL FORCE AND
EFFECT UNTIL THIS AGREEMENT SHALL TERMINATE.
(B)
IN THE EVENT ANY ONE OR MORE OF THE PROVISIONS CONTAINED IN THIS
AGREEMENT SHOULD BE HELD INVALID, ILLEGAL OR UNENFORCEABLE IN ANY RESPECT, THE
VALIDITY, LEGALITY AND ENFORCEABILITY OF THE REMAINING PROVISIONS CONTAINED
HEREIN SHALL NOT IN ANY WAY BE AFFECTED OR IMPAIRED THEREBY (IT BEING UNDERSTOOD
THAT THE INVALIDITY OF A PARTICULAR PROVISION IN A PARTICULAR JURISDICTION SHALL
NOT IN AND OF ITSELF AFFECT THE VALIDITY OF SUCH PROVISION IN ANY OTHER
JURISDICTION). THE PARTIES SHALL ENDEAVOR IN GOOD-FAITH NEGOTIATIONS TO REPLACE
THE INVALID, ILLEGAL OR UNENFORCEABLE PROVISIONS WITH VALID PROVISIONS THE
ECONOMIC EFFECT OF WHICH COMES AS CLOSE AS POSSIBLE TO THAT OF THE INVALID,
ILLEGAL OR UNENFORCEABLE PROVISIONS. IT IS UNDERSTOOD AND AGREED THAT THIS
AGREEMENT SHALL CREATE SEPARATE SECURITY INTERESTS IN THE SECURITIES COLLATERAL
SECURING THE OBLIGATIONS, AS PROVIDED IN SECTION 1, AND THAT ANY DETERMINATION
BY ANY COURT WITH JURISDICTION THAT THE SECURITY INTERESTS SECURING ANY
OBLIGATION OR CLASS OF OBLIGATIONS IS INVALID FOR ANY REASON SHALL NOT IN AND OF
ITSELF INVALIDATE THE SECURITY INTERESTS SECURING ANY OTHER OBLIGATIONS
HEREUNDER.
10
SECTION 17.
GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 18.
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN TWO OR MORE
COUNTERPARTS, EACH OF WHICH SHALL CONSTITUTE AN ORIGINAL, BUT ALL OF WHICH, WHEN
TAKEN TOGETHER, SHALL CONSTITUTE A SINGLE CONTRACT, AND SHALL BECOME EFFECTIVE
AS PROVIDED IN SECTION 15. DELIVERY OF AN EXECUTED COUNTERPART OF A SIGNATURE
PAGE TO THIS AGREEMENT BY FACSIMILE TRANSMISSION SHALL BE AS EFFECTIVE AS
DELIVERY OF A MANUALLY EXECUTED COUNTERPART OF THIS AGREEMENT.
SECTION 19.
RULES OF INTERPRETATION. THE RULES OF INTERPRETATION
SPECIFIED IN SECTION 1.03 OF THE CREDIT AGREEMENT SHALL BE APPLICABLE TO THIS
AGREEMENT. SECTION HEADINGS USED HEREIN ARE FOR