ANY PROVISION
HEREOF.
SECTION 11.03.
COUNTERPARTS; BINDING EFFECT.
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 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 SSCC, THE
BORROWERS, THE AGENTS, THE FACING AGENTS AND THE LENDERS AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS, EXCEPT THAT NEITHER SSCC NOR ANY BORROWER SHALL HAVE THE
RIGHT TO ASSIGN ITS RIGHTS OR DUTIES HEREUNDER OR ANY INTEREST HEREIN WITHOUT
THE PRIOR CONSENT OF ALL THE LENDERS, AND ANY ATTEMPTED ASSIGNMENT BY ANY SUCH
PERSON SHALL BE VOID (IT BEING UNDERSTOOD THAT A MERGER OF SSCC OR ANY BORROWER
WITH AND INTO ANY OTHER PERSON IN WHICH THE OTHER PERSON IS THE SURVIVING ENTITY
SHALL NOT BE CONSIDERED AN ASSIGNMENT OF SUCH BORROWER'S DUTIES HEREUNDER AND
WOULD INSTEAD BE SUBJECT TO THE RESTRICTIONS OF SECTION 7.05).
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SECTION 11.04.
SUCCESSORS AND ASSIGNS.
(A)
SUBJECT TO SECTION 11.03, WHENEVER
IN THIS AGREEMENT ANY OF THE PARTIES HERETO IS REFERRED TO, SUCH REFERENCE SHALL
BE DEEMED TO INCLUDE THE SUCCESSORS AND ASSIGNS OF SUCH PARTY, AND ALL
COVENANTS, PROMISES AND AGREEMENTS BY OR ON BEHALF OF SSCC, THE BORROWERS, THE
AGENTS, THE FACING AGENTS OR THE LENDERS THAT ARE CONTAINED IN THIS AGREEMENT
SHALL BIND AND INURE TO THE BENEFIT OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
(B)
EACH LENDER MAY ASSIGN TO ONE OR MORE ASSIGNEES (TREATING ANY APPROVED
FUNDS THAT ARE ADMINISTERED OR MANAGED BY THE SAME PERSON OR AN AFFILIATE OF
SUCH PERSON AS A SINGLE ASSIGNEE) ALL OR A PORTION OF ITS INTERESTS, RIGHTS
AND/OR OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING ALL OR A PORTION OF ITS
COMMITMENTS, ITS DEPOSIT AND THE LOANS AT THE TIME OWING TO IT); PROVIDED,
HOWEVER, THAT (I) EXCEPT IN THE CASE OF AN ASSIGNMENT TO A LENDER, AN AFFILIATE
OF THE ASSIGNING LENDER OR AN APPROVED FUND (UNLESS THE INTEREST THAT IS BEING
ASSIGNED IS A REVOLVING CREDIT COMMITMENT OR A REVOLVING (CANADIAN) CREDIT
COMMITMENT, AND SUCH LENDER, AFFILIATE OR APPROVED FUND IS NOT THEN A REVOLVING
LENDER OR REVOLVING (CANADIAN) LENDER, RESPECTIVELY), EACH OF THE ADMINISTRATIVE
AGENT AND, AT ANY TIME AFTER THE EARLIER OF (A) THE DATE UPON WHICH THE SENIOR
AGENTS REASONABLY DETERMINE THAT THE PRIMARY SYNDICATION OF THE TERM LOANS HAS
BEEN COMPLETED (IT BEING UNDERSTOOD THAT THE SENIOR AGENTS WILL PROMPTLY NOTIFY
SSCE OF THE OCCURRENCE OF SUCH DATE) AND (B) 60 DAYS AFTER THE CLOSING DATE,
SSCE (AND (X) IN THE CASE OF AN ASSIGNMENT OF A REVOLVING CREDIT COMMITMENT, THE
SWINGLINE LENDER AND THE REVOLVING FACILITY FACING AGENT, (Y) IN THE CASE OF AN
ASSIGNMENT OF A REVOLVING (CANADIAN) CREDIT COMMITMENT, THE REVOLVING