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 LENDERS AND SHALL SURVIVE THE EXECUTION AND
DELIVERY OF THE LOAN DOCUMENTS AND THE MAKING OF ANY LOANS, THE ACCEPTANCE OF
ANY BAS AND THE ISSUANCE OF ANY LETTERS
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OF CREDIT, REGARDLESS OF ANY INVESTIGATION MADE BY ANY LENDER OR ON ITS BEHALF
AND NOTWITHSTANDING THAT THE ADMINISTRATIVE AGENT, ANY 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 UNDER THE CREDIT
AGREEMENT, 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 ANY LOAN DOCUMENT IS OUTSTANDING AND UNPAID OR ANY LETTER OF CREDIT IS
OUTSTANDING AND SO LONG AS THE COMMITMENTS HAVE NOT EXPIRED OR TERMINATED.
SECTION 7.06. COUNTERPARTS; EFFECTIVENESS; SEVERAL AGREEMENT. THIS AGREEMENT MAY
BE EXECUTED IN COUNTERPARTS, EACH OF WHICH SHALL CONSTITUTE AN ORIGINAL BUT ALL
OF WHICH WHEN TAKEN TOGETHER SHALL CONSTITUTE A SINGLE CONTRACT. DELIVERY OF AN
EXECUTED SIGNATURE PAGE TO THIS AGREEMENT BY FACSIMILE OR ELECTRONIC
TRANSMISSION SHALL BE AS EFFECTIVE AS DELIVERY OF A MANUALLY SIGNED COUNTERPART
OF THIS AGREEMENT. THIS AGREEMENT SHALL BECOME EFFECTIVE AS TO ANY LOAN PARTY
WHEN A COUNTERPART HEREOF EXECUTED ON BEHALF OF SUCH LOAN PARTY SHALL HAVE BEEN
DELIVERED TO THE ADMINISTRATIVE AGENT AND A COUNTERPART HEREOF SHALL HAVE BEEN
EXECUTED ON BEHALF OF THE ADMINISTRATIVE AGENT, AND THEREAFTER SHALL BE BINDING
UPON SUCH LOAN PARTY AND THE ADMINISTRATIVE AGENT AND THEIR RESPECTIVE PERMITTED
SUCCESSORS AND ASSIGNS, AND SHALL INURE TO THE BENEFIT OF SUCH LOAN PARTY, THE
ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS, EXCEPT THAT NO LOAN PARTY SHALL HAVE THE RIGHT TO ASSIGN
OR TRANSFER ITS RIGHTS OR OBLIGATIONS HEREUNDER OR ANY INTEREST HEREIN OR IN THE
COLLATERAL (AND ANY SUCH ASSIGNMENT OR TRANSFER SHALL BE VOID) EXCEPT AS
EXPRESSLY PROVIDED IN THIS AGREEMENT OR THE CREDIT AGREEMENT. THIS AGREEMENT
SHALL BE CONSTRUED AS A SEPARATE AGREEMENT WITH RESPECT TO EACH LOAN PARTY AND
MAY BE AMENDED, MODIFIED, SUPPLEMENTED, WAIVED OR RELEASED WITH RESPECT TO ANY
LOAN PARTY WITHOUT THE APPROVAL OF ANY OTHER LOAN PARTY AND WITHOUT AFFECTING
THE OBLIGATIONS OF ANY OTHER LOAN PARTY HEREUNDER.
SECTION 7.07. SEVERABILITY. ANY PROVISION OF THIS AGREEMENT HELD TO BE INVALID,
ILLEGAL OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH JURISDICTION, BE
INEFFECTIVE TO THE EXTENT OF SUCH INVALIDITY, ILLEGALITY OR UNENFORCEABILITY
WITHOUT AFFECTING THE VALIDITY, LEGALITY AND ENFORCEABILITY OF THE REMAINING
PROVISIONS HEREOF; AND THE INVALIDITY OF A PARTICULAR PROVISION IN A PARTICULAR
JURISDICTION SHALL NOT INVALIDATE 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