REQUEST IN ORDER TO OBTAIN AND ENJOY
THE FULL RIGHTS AND BENEFITS GRANTED TO THE AGENT BY THIS AGREEMENT AND THE LOAN
DOCUMENTS, INCLUDING SPECIFICALLY, AT THE BORROWER'S OWN COST AND EXPENSE, THE
USE OF ITS BEST EFFORTS TO ASSIST IN OBTAINING APPROVAL OF ANY APPLICABLE
GOVERNMENTAL OR REGULATORY AUTHORITY OR COURT FOR ANY ACTION OR TRANSACTION
CONTEMPLATED BY THIS
50
AGREEMENT OR THE LOAN DOCUMENTS WHICH IS THEN REQUIRED BY LAW, PROVIDED, THAT,
THE BORROWER SHALL NOT BE REQUIRED TO EFFECT A PUBLIC REGISTRATION OF ALL OR ANY
PART OF THE PLEDGED COLLATERAL (AS DEFINED IN THE PLEDGE AGREEMENT) PURSUANT TO
THE SECURITIES ACT OF 1933, AS AMENDED, OR OTHER SIMILAR FOREIGN OR STATE
SECURITIES LAW.
15.4.
SURVIVAL OF AGREEMENTS, ASSIGNMENTS, ETC.
THIS
AGREEMENT SHALL INURE TO THE BENEFIT OF THE AGENT AND THE LENDERS AND THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS INCLUDING ANY SUBSEQUENT HOLDER OR HOLDERS OF
THE NOTES, AND THE TERM "LENDERS" SHALL INCLUDE ANY SUCH SUBSEQUENT HOLDERS.
EACH LENDER MAY, WITH THE PRIOR CONSENT OF THE AGENT (SUCH CONSENT NOT TO BE
UNREASONABLY WITHHELD), SELL, ASSIGN OR DELEGATE ALL OR ANY PART OF THE LOANS
AND OTHER OBLIGATIONS HELD BY SUCH LENDER TO ONE OR MORE TRANSFEREES OR OTHER
PURCHASERS THEREOF.
IN THE EVENT OF A SALE, ASSIGNMENT OR DELEGATION BY ANY
LENDER OF ALL OR ANY PART OF THE LOANS OR ANY OF THE OBLIGATIONS (AS DEFINED IN
THE LOAN DOCUMENTS) HELD BY IT, SUCH LENDER MAY ASSIGN OR TRANSFER ITS RIGHTS
AND INTERESTS UNDER THIS AGREEMENT, THE NOTES AND ANY ONE OR MORE OF THE LOAN
DOCUMENTS IN WHOLE OR IN PART TO THE TRANSFEREE(S), PURCHASER OR PURCHASERS
THEREOF, WHEREUPON SUCH TRANSFEREE(S), PURCHASER OR PURCHASERS SHALL BECOME
VESTED WITH ALL OF THE POWERS AND RIGHTS OF SUCH LENDER HEREUNDER AND
THEREUNDER, AND SUCH LENDER SHALL THEREAFTER BE FOREVER RELEASED AND FULLY
DISCHARGED FROM ANY LIABILITY OR RESPONSIBILITY HEREUNDER OR THEREUNDER ACCRUING
OR ARISING AFTER THE EFFECTIVE DATE OF THE ASSIGNMENT WITH RESPECT TO THE RIGHTS
AND INTERESTS SO ASSIGNED.
ALL AGREEMENTS, REPRESENTATIONS AND WARRANTIES MADE
HEREIN SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE MAKING
OF THE LOANS HEREUNDER.
15.5.
COUNTERPARTS, ETC.
THIS AGREEMENT MAY BE EXECUTED
IN ANY NUMBER OF COUNTERPARTS AND BY THE DIFFERENT PARTIES HERETO ON SEPARATE
COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED AND DELIVERED SHALL BE AN ORIGINAL,
BUT ALL THE COUNTERPARTS SHALL TOGETHER CONSTITUTE ONE AND THE SAME INSTRUMENT.
15.6.
ENTIRE AGREEMENT, ETC.
THIS AGREEMENT CONSTITUTES
THE ENTIRE CONTRACT BETWEEN THE PARTIES HERETO AND SHALL SUPERSEDE AND TAKE THE
PLACE OF ANY OTHER INSTRUMENT PURPORTING TO BE AN AGREEMENT OF THE PARTIES
HERETO RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY.
THIS AGREEMENT MAY NOT
BE CHANGED ORALLY BUT ONLY BY AN AGREEMENT IN WRITING SIGNED BY THE PARTY
AGAINST WHOM ANY WAIVER, CHANGE, MODIFICATION OR DISCHARGE IS SOUGHT.
15.7.
GOVERNING LAW, ETC.; CONSTRUCTION.
(A)
THIS AGREEMENT, THE NOTES AND THE OTHER
LOAN DOCUMENTS, INCLUDING THE VALIDITY HEREOF AND THEREOF AND THE RIGHTS AND
OBLIGATIONS OF