ASSIGNS, EXCEPT THAT
NO PLEDGOR SHALL HAVE THE RIGHT TO ASSIGN ITS RIGHTS HEREUNDER OR ANY INTEREST
HEREIN OR IN THE COLLATERAL (AND ANY SUCH ATTEMPTED ASSIGNMENT SHALL BE VOID),
EXCEPT AS EXPRESSLY CONTEMPLATED BY THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS.
IF ALL OF THE CAPITAL STOCK OF A PLEDGOR IS SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF TO A PERSON THAT IS NOT AN AFFILIATE OF THE BORROWER PURSUANT TO A
TRANSACTION PERMITTED BY SECTION 6.06 OF THE CREDIT AGREEMENT, SUCH PLEDGOR
SHALL BE RELEASED FROM ITS OBLIGATIONS UNDER THIS AGREEMENT WITHOUT FURTHER
ACTION. 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 18.
SURVIVAL OF AGREEMENT; SEVERABILITY.
(A)
ALL COVENANTS, AGREEMENTS, REPRESENTATIONS AND WARRANTIES MADE BY
EACH 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 ISSUANCE OF THE LETTERS OF CREDIT BY THE ISSUING BANK, REGARDLESS
OF ANY INVESTIGATION MADE BY THE SECURED PARTIES OR ON THEIR BEHALF, AND SHALL
CONTINUE IN FULL FORCE AND EFFECT AS LONG AS THE PRINCIPAL OF OR ANY ACCRUED
INTEREST ON ANY LOAN OR ANY OTHER FEE OR AMOUNT PAYABLE UNDER THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT IS OUTSTANDING AND UNPAID OR THE LC EXPOSURE DOES NOT
EQUAL ZERO AND AS LONG AS THE COMMITMENTS HAVE NOT BEEN TERMINATED.
(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.
14
SECTION 19.
GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 20.
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER
OF 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 17. DELIVERY OF AN EXECUTED COUNTERPART OF A
SIGNATURE PAGE TO THIS AGREEMENT BY FACSIMILE TRANSMISSION OR OTHER ELECTRONIC
TRANSMISSION SHALL BE EFFECTIVE AS DELIVERY OF A MANUALLY EXECUTED COUNTERPART