SHALL BE IRREVOCABLE SO LONG AS ANY OF THE SECURED
OBLIGATIONS REMAIN UNPAID OR UNSATISFIED.
ALL POWERS OF ATTORNEY AND OTHER
AUTHORIZATIONS GRANTED TO THE ADMINISTRATIVE AGENT AND ANY PERSONS DESIGNATED BY
THE LENDER PURSUANT TO ANY PROVISIONS OF THIS AGREEMENT OR ANY OF THE LOAN
DOCUMENTS SHALL BE DEEMED COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE SO
LONG AS ANY OF THE SECURED OBLIGATIONS REMAIN UNPAID OR UNSATISFIED OR THE
REVOLVING CREDIT FACILITY HAS NOT BEEN TERMINATED.
104
SECTION 15.14
SURVIVAL.
NOTWITHSTANDING ANY TERMINATION OF THIS
AGREEMENT,
(A)
UNTIL ALL SECURED OBLIGATIONS HAVE BEEN PAID IN FULL AND THE
REVOLVING CREDIT FACILITY TERMINATED, THE ADMINISTRATIVE AGENT SHALL RETAIN ITS
SECURITY INTEREST AND SHALL RETAIN ALL RIGHTS UNDER THIS AGREEMENT AND EACH OF
THE SECURITY DOCUMENTS WITH RESPECT TO THE COLLATERAL AS FULLY AS THOUGH THIS
AGREEMENT HAD NOT BEEN TERMINATED, AND
(B)
THE INDEMNITIES TO WHICH THE ADMINISTRATIVE AGENT AND THE LENDERS
ARE ENTITLED UNDER THE PROVISIONS OF THIS ARTICLE 15 AND ANY OTHER PROVISION OF
THIS AGREEMENT AND THE LOAN DOCUMENTS SHALL CONTINUE IN FULL FORCE AND EFFECT
AND SHALL PROTECT THE ADMINISTRATIVE AGENT AND THE LENDERS AGAINST EVENTS
ARISING AFTER SUCH TERMINATION AS WELL AS BEFORE, AND
(C)
IN CONNECTION WITH THE TERMINATION OF THIS AGREEMENT AND THE
RELEASE AND TERMINATION OF THE SECURITY INTEREST, THE ADMINISTRATIVE AGENT, ON
BEHALF OF ITSELF AS AGENT AND THE LENDERS, MAY REQUIRE SUCH ASSURANCES AND
INDEMNITIES AS IT SHALL REASONABLY DEEM NECESSARY OR APPROPRIATE TO PROTECT THE
ADMINISTRATIVE AGENT AND THE LENDERS AGAINST LOSS ON ACCOUNT OF SUCH RELEASE AND
TERMINATION, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO CREDITS PREVIOUSLY
APPLIED TO THE SECURED OBLIGATIONS THAT MAY SUBSEQUENTLY BE REVERSED OR REVOKED.
SECTION 15.15
TITLES AND CAPTIONS.
TITLES AND CAPTIONS OF ARTICLES,
SECTIONS AND SUBSECTIONS IN THIS AGREEMENT ARE FOR CONVENIENCE ONLY AND NEITHER
LIMIT NOR AMPLIFY THE PROVISIONS OF THIS AGREEMENT.
SECTION 15.16
SEVERABILITY OF PROVISIONS.
ANY PROVISION OF THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT WHICH IS PROHIBITED OR UNENFORCEABLE IN ANY
JURISDICTION SHALL, AS TO SUCH JURISDICTION, BE INEFFECTIVE ONLY TO THE EXTENT
OF SUCH PROHIBITION OR UNENFORCEABILITY WITHOUT INVALIDATING THE REMAINDER OF
SUCH PROVISION OR THE REMAINING PROVISIONS HEREOF OR THEREOF OR AFFECTING THE
VALIDITY OR ENFORCEABILITY OF SUCH PROVISION IN ANY OTHER JURISDICTION.
SECTION 15.17
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY
NUMBER OF COUNTERPARTS AND BY DIFFERENT PARTIES HERETO IN SEPARATE COUNTERPARTS,
EACH OF WHICH WHEN SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL AND SHALL BE
BINDING UPON ALL PARTIES, THEIR SUCCESSORS AND ASSIGNS, AND ALL OF WHICH TAKEN
TOGETHER SHALL CONSTITUTE ONE AND THE SAME AGREEMENT.
SECTION 15.18
REPRODUCTION OF DOCUMENTS.
THIS AGREEMENT, EACH OF THE
LOAN DOCUMENTS AND ALL DOCUMENTS RELATING THERETO, INCLUDING, WITHOUT
LIMITATION, (A) CONSENTS, WAIVERS AND MODIFICATIONS THAT MAY HEREAFTER BE
EXECUTED, (B) DOCUMENTS RECEIVED BY THE ADMINISTRATIVE AGENT OR ANY LENDER, AND
(C) FINANCIAL STATEMENTS, CERTIFICATES AND OTHER INFORMATION PREVIOUSLY OR
HEREAFTER FURNISHED TO THE ADMINISTRATIVE AGENT OR ANY LENDER, MAY BE REPRODUCED
BY