certified or registered mail if
mailed, in each case delivered, sent or mailed (properly addressed) to such
party as provided in this Section or in accordance with the latest unrevoked
direction from such party given in accordance with this Section; provided, that,
unless otherwise specifically provided in Article II, all notices given under
Article II shall be delivered by hand or overnight courier service or sent by
facsimile.
SECTION 9.02.
SURVIVAL OF AGREEMENT.
ALL COVENANTS, AGREEMENTS,
REPRESENTATIONS AND WARRANTIES MADE BY THE BORROWER HEREIN 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 SHALL SURVIVE THE MAKING BY THE LENDERS
OF THE LOANS, REGARDLESS OF ANY INVESTIGATION MADE BY THE LENDERS OR ON THEIR
BEHALF, 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.
SECTION 9.03.
EFFECTIVENESS; BINDING EFFECT.
(A)
SUBJECT TO SECTION 4.02,
THIS AGREEMENT SHALL BECOME EFFECTIVE WHEN IT SHALL HAVE BEEN EXECUTED BY THE
BORROWER AND THE AGENT AND WHEN THE AGENT SHALL HAVE RECEIVED COPIES HEREOF
WHICH, WHEN TAKEN TOGETHER, BEAR THE SIGNATURES OF ALL THE LENDERS, AND
THEREAFTER SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE BORROWER, THE
AGENT AND EACH LENDER AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, EXCEPT THAT
THE BORROWER SHALL NOT HAVE THE RIGHT
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TO ASSIGN ITS RIGHTS HEREUNDER OR ANY INTEREST HEREIN WITHOUT THE PRIOR CONSENT
OF ALL THE LENDERS.
DELIVERY OF AN EXECUTED SIGNATURE PAGE OF ANY LOAN DOCUMENT
BY FACSIMILE TRANSMISSION OR ELECTRONIC TRANSMISSION (PDF) SHALL BE EFFECTIVE AS
DELIVERY OF A MANUALLY EXECUTED COUNTERPART THEREOF.
(B)
THE PARTIES HERETO INTEND, BY EXECUTING AND DELIVERING THIS AGREEMENT, TO
AMEND AND RESTATE THE EXISTING CREDIT AGREEMENT IN THE FORM HEREOF.
IF, FOR ANY
REASON, THIS AGREEMENT SHALL NOT BE EFFECTIVE TO AMEND AND RESTATE THE EXISTING
CREDIT AGREEMENT OR ANY PROVISION THEREOF, THEN THIS AGREEMENT SHALL BE GIVEN
EFFECT AS A NEW CREDIT AGREEMENT AMONG THE PARTIES HERETO, EACH OF WHICH AGREES,
FOR ITSELF AND ITS PERMITTED SUCCESSORS AND ASSIGNS, TO BE BOUND BY THE TERMS
AND PROVISIONS SET FORTH HEREIN.
SECTION 9.04.
SUCCESSORS AND ASSIGNS.
(A)
WHENEVER IN THIS AGREEMENT ANY OF
THE PARTIES HERETO IS REFERRED TO, SUCH REFERENCE SHALL BE DEEMED TO INCLUDE THE
SUCCESSORS AND ASSIGNS OF SUCH PARTY; AND ALL COVENANTS, PROMISES AND AGREEMENTS
BY OR ON BEHALF OF THE BORROWER, THE AGENT OR THE LENDERS THAT ARE CONTAINED IN
THIS AGREEMENT SHALL BIND AND INURE TO THE BENEFIT OF THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS.
(B)
EACH LENDER MAY ASSIGN TO ONE OR MORE ASSIGNEES ALL OR A PORTION OF ITS
INTERESTS, RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING ALL OR A