IN EQUAL OR UNEQUAL PARTS THE TOTAL AMOUNT OF INTEREST
THROUGHOUT THE CONTEMPLATED TERM OF THE OBLIGATIONS HEREUNDER.
SECTION 10.09.
COUNTERPARTS; INTEGRATION; EFFECTIVENESS.
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, THE OTHER
LOAN DOCUMENTS AND THE INTERCREDITOR AGREEMENT CONSTITUTE THE ENTIRE CONTRACT
AMONG THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY AND
ALL PREVIOUS AGREEMENTS AND UNDERSTANDINGS, ORAL OR WRITTEN, RELATING TO THE
SUBJECT MATTER HEREOF. EXCEPT AS PROVIDED IN SECTION 4.01, 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 THAT,
WHEN TAKEN TOGETHER, BEAR THE SIGNATURES OF EACH OF THE OTHER PARTIES HERETO.
DELIVERY OF AN EXECUTED COUNTERPART OF A SIGNATURE PAGE OF THIS AGREEMENT BY
TELECOPY OR OTHER ELECTRONIC IMAGE SCAN TRANSMISSION (E.G., "PDF" OR "TIF" VIA
E-MAIL) SHALL BE AS EFFECTIVE AS DELIVERY OF A MANUALLY EXECUTED COUNTERPART OF
THIS AGREEMENT.
SECTION 10.10.
SURVIVAL.
ALL REPRESENTATIONS AND WARRANTIES MADE HEREUNDER AND
IN ANY OTHER LOAN DOCUMENT OR OTHER DOCUMENT DELIVERED PURSUANT HERETO OR
THERETO OR IN CONNECTION HEREWITH OR THEREWITH SHALL SURVIVE THE EXECUTION AND
DELIVERY HEREOF AND THEREOF. SUCH REPRESENTATIONS AND WARRANTIES HAVE BEEN OR
WILL BE RELIED UPON BY THE ADMINISTRATIVE AGENT AND THE LENDERS, REGARDLESS OF
ANY INVESTIGATION MADE BY THE ADMINISTRATIVE AGENT OR ANY LENDERS OR ON THEIR
BEHALF AND NOTWITHSTANDING THAT THE ADMINISTRATIVE AGENT AND THE LENDERS MAY
HAVE HAD NOTICE OR KNOWLEDGE OF ANY DEFAULT AT THE TIME OF MAKING THE LOANS, AND
SHALL CONTINUE IN FULL FORCE AND EFFECT AS LONG AS ANY LOAN OR ANY OTHER
OBLIGATION HEREUNDER (OTHER THAN CONTINGENT INDEMNITY OBLIGATIONS FOR WHICH
CLAIMS HAVE NOT BEEN ASSERTED) SHALL REMAIN UNPAID OR UNSATISFIED.
FURTHER, THE
PROVISIONS OF ARTICLE III, ARTICLE IX AND SECTION 10.04 SHALL SURVIVE AND REMAIN
IN FULL FORCE AND EFFECT AFTER THE TERMINATION OF THIS AGREEMENT OR ANY
PROVISION HEREOF AND REPAYMENT OF ALL OF THE OBLIGATIONS (INCLUDING THOSE
ARISING UNDER ARTICLE III, ARTICLE IX AND SECTION 10.04) HEREUNDER.
78
SECTION 10.11.
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT OR THE OTHER
LOAN DOCUMENTS IS HELD TO BE ILLEGAL, INVALID OR UNENFORCEABLE, (A) THE
LEGALITY, VALIDITY AND ENFORCEABILITY OF THE REMAINING PROVISIONS OF THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL NOT BE AFFECTED OR IMPAIRED THEREBY
AND (B) THE PARTIES SHALL ENDEAVOR IN GOOD FAITH NEGOTIATIONS TO REPLACE THE
ILLEGAL, INVALID OR UNENFORCEABLE PROVISIONS WITH VALID PROVISIONS THE ECONOMIC
EFFECT OF WHICH COMES AS CLOSE AS POSSIBLE TO THAT OF THE ILLEGAL, INVALID OR
UNENFORCEABLE PROVISIONS.
THE INVALIDITY OF A PROVISION IN A PARTICULAR
JURISDICTION SHALL NOT INVALIDATE OR RENDER UNENFORCEABLE SUCH PROVISION IN ANY
OTHER JURISDICTION.
SECTION 10.12.
REPLACEMENT OF LENDERS.
IF ANY LENDER REQUESTS COMPENSATION
UNDER SECTION 3.02, OR IF THE BORROWER IS REQUIRED TO PAY ANY ADDITIONAL AMOUNT
TO ANY