COLLATERAL
ASSIGNMENT OR PLEDGE SHALL PROVIDE THAT ANY FORECLOSURE OR SIMILAR ACTION BY
SUCH TRUSTEE OR REPRESENTATIVE SHALL BE SUBJECT TO THE PROVISIONS OF THIS
SECTION 11.04 CONCERNING ASSIGNMENTS AND SHALL NOT BE EFFECTIVE TO TRANSFER ANY
RIGHTS UNDER THIS AGREEMENT OR IN ANY
123
LOAN, NOTE OR OTHER INSTRUMENT EVIDENCING ITS RIGHTS AS A LENDER UNDER THIS
AGREEMENT UNLESS THE REQUIREMENTS OF SECTION 11.04 CONCERNING ASSIGNMENTS ARE
FULLY SATISFIED.
SECTION 11.05
SURVIVAL OF AGREEMENT.
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 AGENTS, 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 2.12, 2.13, 2.15 AND 11.03 AND ARTICLE X 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; ELECTRONIC EXECUTION.
(A)
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 THE FEE LETTER 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.
(B)
THE WORDS "EXECUTION," "SIGNED,"
"SIGNATURE," AND WORDS OF LIKE IMPORT IN ANY ASSIGNMENT AND ACCEPTANCE SHALL