REVIVAL; REINSTATEMENT.
(A)
ALL COVENANTS, AGREEMENTS, REPRESENTATIONS AND WARRANTIES MADE BY
THE BORROWER HEREIN 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 THIS AGREEMENT 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, ANY OTHER 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 SECTION 5.01, SECTION 5.02,
SECTION 5.03 AND SECTION 12.03 AND ARTICLE XI 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, ANY OTHER
LOAN DOCUMENT OR ANY PROVISION HEREOF OR THEREOF.
(B)
TO THE EXTENT THAT ANY PAYMENTS ON THE INDEBTEDNESS OR PROCEEDS OF
ANY COLLATERAL ARE SUBSEQUENTLY INVALIDATED, DECLARED TO BE FRAUDULENT OR
PREFERENTIAL, SET ASIDE OR REQUIRED TO BE REPAID TO A TRUSTEE, DEBTOR IN
POSSESSION, RECEIVER OR OTHER PERSON UNDER ANY BANKRUPTCY LAW, COMMON LAW OR
EQUITABLE CAUSE, THEN TO SUCH EXTENT, THE INDEBTEDNESS SO SATISFIED SHALL BE
REVIVED AND CONTINUE AS IF SUCH PAYMENT OR PROCEEDS HAD NOT BEEN RECEIVED AND
THE ADMINISTRATIVE AGENT'S AND THE LENDERS' LIENS, SECURITY INTERESTS, RIGHTS,
POWERS AND REMEDIES UNDER THIS AGREEMENT AND EACH LOAN DOCUMENT SHALL CONTINUE
IN FULL FORCE AND EFFECT.
IN SUCH EVENT, EACH LOAN DOCUMENT SHALL BE
AUTOMATICALLY REINSTATED AND THE BORROWER SHALL TAKE SUCH ACTION AS MAY BE
REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT AND THE LENDERS TO EFFECT SUCH
REINSTATEMENT.
SECTION 12.06.
COUNTERPARTS; INTEGRATION; EFFECTIVENESS.
(A)
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.
96
(B)
THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND ANY SEPARATE LETTER
AGREEMENTS WITH RESPECT TO FEES PAYABLE TO THE ADMINISTRATIVE AGENT CONSTITUTE
THE ENTIRE CONTRACT AMONG THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND
THEREOF AND SUPERSEDE ANY AND ALL PREVIOUS AGREEMENTS AND UNDERSTANDINGS, ORAL
OR WRITTEN, RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF.
THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES
HERETO AND THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,