SUCH PLEDGEE OR
ASSIGNEE FOR SUCH LENDER AS A PARTY HERETO.
SECTION 11.05.
SURVIVAL.
ALL COVENANTS, AGREEMENTS, REPRESENTATIONS AND
WARRANTIES MADE BY THE LOAN PARTIES HEREIN OR IN ANY OTHER LOAN DOCUMENT OR 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 OR THERETO AND SHALL SURVIVE THE
EXECUTION AND DELIVERY OF THIS AGREEMENT AND ANY OTHER LOAN DOCUMENT 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 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 OR ANY OTHER LOAN DOCUMENT 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,
11.03 AND 11.12 (BUT, IN THE CASE OF SECTION 11.12, ONLY FOR A PERIOD OF TWO
YEARS FOLLOWING TERMINATION OF THIS AGREEMENT) 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 OTHER LOAN DOCUMENT OR ANY PROVISION HEREOF OR THEREOF.
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 AND ANY SEPARATE LETTER AGREEMENTS WITH RESPECT TO FEES PAYABLE
TO THE ADMINISTRATIVE AGENT 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 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 SHALL BE EFFECTIVE
AS DELIVERY OF A MANUALLY EXECUTED COUNTERPART OF THIS AGREEMENT.
SECTION 11.07.
SEVERABILITY.
ANY PROVISION OF THIS AGREEMENT HELD TO BE
INVALID, ILLEGAL OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH
JURISDICTION, BE
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INEFFECTIVE TO THE EXTENT OF