UNITED STATES OR ANY
STATE THEREOF, OR THE LAWS OF CANADA OR ANY PROVINCE OR TERRITORY THEREOF.
IN
ADDITION, NOTWITHSTANDING ANYTHING
152
TO THE CONTRARY CONTAINED IN THIS SECTION 10.04, ANY SPC MAY (I) WITH NOTICE TO,
BUT WITHOUT THE PRIOR WRITTEN CONSENT OF, THE PARENT BORROWER AND THE
ADMINISTRATIVE AGENT AND WITHOUT PAYING ANY PROCESSING FEE THEREFOR, ASSIGN ALL
OR A PORTION OF ITS INTERESTS IN ANY LOANS TO THE GRANTING LENDER OR TO ANY
FINANCIAL INSTITUTIONS (CONSENTED TO BY THE PARENT BORROWER AND THE
ADMINISTRATIVE AGENT) PROVIDING LIQUIDITY AND/OR CREDIT SUPPORT TO OR FOR THE
ACCOUNT OF SUCH SPC TO SUPPORT THE FUNDING OR MAINTENANCE OF LOANS AND (II)
DISCLOSE ON A CONFIDENTIAL BASIS ANY NON-PUBLIC INFORMATION RELATING TO ITS
LOANS TO ANY RATING AGENCY, COMMERCIAL PAPER DEALER OR PROVIDER OF ANY SURETY,
GUARANTEE OR CREDIT OR LIQUIDITY ENHANCEMENT TO SUCH SPC.
SECTION 10.05.
SURVIVAL.
ALL COVENANTS, AGREEMENTS, REPRESENTATIONS AND
WARRANTIES MADE BY THE LOAN PARTIES IN THE LOAN DOCUMENTS AND IN THE
CERTIFICATES OR OTHER INSTRUMENTS DELIVERED IN CONNECTION WITH OR PURSUANT TO
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE CONSIDERED TO HAVE BEEN
RELIED UPON BY THE OTHER PARTIES HERETO AND SHALL SURVIVE THE EXECUTION AND
DELIVERY OF THE LOAN DOCUMENTS AND THE MAKING OF ANY LOANS AND ISSUANCE OF ANY
LETTERS OF CREDIT, REGARDLESS OF ANY INVESTIGATION MADE BY ANY SUCH OTHER PARTY
OR ON ITS BEHALF AND NOTWITHSTANDING THAT THE ADMINISTRATIVE AGENT, THE
COLLATERAL AGENT, THE CO-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 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 IS OUTSTANDING
AND UNPAID OR ANY LETTER OF CREDIT IS OUTSTANDING AND SO LONG AS THE COMMITMENTS
HAVE NOT EXPIRED OR TERMINATED.
THE PROVISIONS OF SECTIONS 2.14, 2.15, 2.16,
10.03 AND 10.13 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 LETTERS OF
CREDIT AND THE COMMITMENTS OR THE TERMINATION OF THIS AGREEMENT OR ANY PROVISION
HEREOF.
SECTION 10.06.
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,
153
BUT ALL OF WHICH WHEN TAKEN TOGETHER SHALL CONSTITUTE A SINGLE CONTRACT.
THIS
AGREEMENT, THE OTHER LOAN DOCUMENT AND ANY SEPARATE LETTER AGREEMENTS WITH
RESPECT TO FEES PAYABLE TO THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT, THE
ARRANGERS, ANY OTHER AGENT OR THE ISSUING BANK 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