AGREEMENT, EXCEPT PAYMENT IN FULL IN CASH OF THE OBLIGATIONS.
SECTION 7.03.
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 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 THE OTHER SECURED PARTIES
AND SHALL SURVIVE THE EXECUTION AND DELIVERY OF THE LOAN DOCUMENTS AND THE
MAKING OF ANY LOANS AND THE ISSUANCE OF ANY LETTERS OF CREDIT, REGARDLESS OF ANY
INVESTIGATION MADE BY ANY LENDER OR OTHER SECURED PARTY OR ON ITS BEHALF AND
NOTWITHSTANDING THAT THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT, 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 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 7.04.
BINDING EFFECT; SEVERAL 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 COLLATERAL AGENT,
AND THEREAFTER SHALL BE BINDING UPON SUCH LOAN PARTY AND THE COLLATERAL AGENT
AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS, AND SHALL INURE TO THE
BENEFIT OF SUCH LOAN PARTY, THE COLLATERAL AGENT AND THE OTHER SECURED PARTIES
AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED 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 CONTEMPLATED BY 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 7.05.
SUCCESSORS AND ASSIGNS.
WHENEVER IN THIS AGREEMENT ANY OF THE
PARTIES HERETO IS REFERRED TO, SUCH REFERENCE SHALL BE DEEMED TO INCLUDE THE
SUCCESSORS AND PERMITTED ASSIGNS OF SUCH PARTY; AND ALL COVENANTS, PROMISES AND
AGREEMENTS BY OR ON BEHALF OF ANY GUARANTOR OR GRANTOR OR THE COLLATERAL AGENT
THAT ARE CONTAINED IN THIS AGREEMENT SHALL BIND AND INURE TO THE BENEFIT OF
THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS.
SECTION 7.06.
COLLATERAL AGENT'S FEES AND EXPENSES; INDEMNIFICATION.
(A)
THE
PARTIES HERETO AGREE THAT THE COLLATERAL AGENT SHALL BE ENTITLED TO
REIMBURSEMENT OF ITS EXPENSES INCURRED HEREUNDER AS PROVIDED IN THE CREDIT
AGREEMENT.
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