Common use of Counterparts; Effectiveness; No Third Party Beneficiaries Clause in Contracts

Counterparts; Effectiveness; No Third Party Beneficiaries. (a) This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto. Until and unless each party has received a counterpart hereof signed by the other party hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication). Except as provided in Section 13.07(b), below, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns. (b) Notwithstanding anything in this Agreement to the contrary, the Debt Financing Sources shall be express third party beneficiaries of each proviso set forth in each of Section 11.02(a) and Section 11.02(b) (Indemnification), Section 11.06 (Exclusive Remedy), Section 13.05 (Governing Law), Section 13.06 (Jurisdiction), this Section 13.07 and Section 13.14 (“Xerox” Provisions), the Debt Financing Sources shall be permitted to enforce such provisions as if a direct party hereto and no such provision shall be amended, modified or waived without the express written consent of the Debt Financing Sources.” (xvii) Article 13 of the AEPA is hereby amended by adding a new Section 13.14 as follows:

Counterparts; Effectiveness; No Third Party Beneficiaries. (a) This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party Party hereto shall have received a counterpart hereof signed by the other party Party hereto. Until and unless each party Party has received a counterpart hereof signed by the other party Party hereto, this Agreement shall have no effect and no party Party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication). Except The Parties intend to sign and deliver this Agreement by facsimile or other electronic transmission. Each Party agrees that the delivery of this Agreement by facsimile or other electronic transmission shall have the same force and effect as provided in Section 13.07(b), below, no delivery of original signatures and that each Party may use such signatures delivered by facsimile or electronic transmission as evidence of the execution and delivery of this Agreement by all Parties to the same extent that an original signature could be used. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations, remedies or liabilities Liabilities hereunder upon any Person other than the parties hereto Parties and their respective successors and permitted assigns. (b) Notwithstanding anything in this Agreement to ; provided, however, that the contrary, the Debt Financing Sources shall be express third party beneficiaries of each proviso (and, except as set forth in each the immediately succeeding proviso, are intended to be the only third party beneficiaries), of, and have the right to enforce, Section 10.02, Section 11.02(c), Section 11.04, Section 11.05, Section 11.06, Section 11.07, this Section 11.08 and Section 11.12; provided, further, that the Sale Leaseback Purchaser shall be an express third party beneficiary (and, except as set forth in the immediately preceding proviso, is intended to be the only third party beneficiary) of Sections 2.08(d)-(f), Section 5.02, Section 5.25, Section 5.26, Section 5.27, Section 5.28, Section 5.29, Section 9.08, the first sentence of Section 11.02(a10.02(d) and Section 11.02(b) (Indemnification11.02(c), Section 11.06 (Exclusive Remedy), Section 13.05 (Governing Law), Section 13.06 (Jurisdiction), this Section 13.07 and Section 13.14 (“Xerox” Provisions), the Debt Financing Sources shall be permitted to enforce such provisions as if a direct party hereto and no such provision shall be amended, modified or waived without the express written consent of the Debt Financing Sources.” (xvii) Article 13 of the AEPA is hereby amended by adding a new Section 13.14 as follows: