such Article by electronic communication.
Any
notices or other communications to the Administrative Agent, SSCC or the
Borrower may be delivered or furnished by electronic communications pursuant to
procedures approved by the recipient thereof prior thereto; provided that
approval of such procedures may be limited or rescinded by any such Person by
notice to each other such Person.
The Administrative Agent shall deliver to the
Borrower a copy of each Administrative Questionnaire received by it.
SECTION 9.02. SURVIVAL OF AGREEMENT.
ALL COVENANTS, AGREEMENTS, REPRESENTATIONS
AND WARRANTIES MADE BY SSCC AND THE BORROWER HEREIN AND BY THE LOAN
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PARTIES IN THE OTHER 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 ADMINISTRATIVE AGENT AND SHALL SURVIVE THE MAKING BY THE LENDERS OF THE
LOANS, REGARDLESS OF ANY INVESTIGATION MADE BY, OR ON BEHALF OF, THE LENDERS OR
THE ADMINISTRATIVE AGENT, AND NOTWITHSTANDING THAT THE ADMINISTRATIVE AGENT OR
ANY LENDER MAY HAVE HAD NOTICE OR KNOWLEDGE OF ANY DEFAULT OR INCORRECT
REPRESENTATION OR WARRANTY AT THE TIME ANY LOAN DOCUMENT IS EXECUTED AND
DELIVERED OR ANY CREDIT IS EXTENDED HEREUNDER, 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 THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT IS OUTSTANDING AND UNPAID AND SO LONG AS THE COMMITMENTS HAVE NOT BEEN
TERMINATED.
THE PROVISIONS OF SECTIONS 2.14, 2.15, 2.19 AND 9.05 AND
ARTICLE VIII SHALL SURVIVE AND REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, THE REPAYMENT OF THE
LOANS, THE EXPIRATION OR TERMINATION OF THE COMMITMENTS OR THE TERMINATION OF
THIS AGREEMENT OR ANY PROVISION HEREOF.
SECTION 9.03. 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 BORROWER,
THE ADMINISTRATIVE AGENT AND THE LENDERS AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS, EXCEPT THAT NEITHER SSCC NOR THE 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 THE BORROWER WITH
AND INTO ANY OTHER PERSON IN WHICH THE OTHER PERSON IS THE SURVIVING ENTITY
SHALL NOT BE CONSIDERED AN ASSIGNMENT OF THE BORROWER'S DUTIES HEREUNDER AND
WOULD INSTEAD BE SUBJECT