This Agreement shall become effective on the date on which all parties hereto shall have signed a counterpart copy hereof and shall have delivered the same to the Bank.  All covenants, agreements, representations and warranties made herein and in the other Loan Documents and in the certificates delivered pursuant hereto or thereto shall survive the making by the Bank of the Term Loan herein contemplated and the execution and delivery to the Bank of the Term Note evidencing the Term Loan and shall continue in full force and effect so long as the Term Note is outstanding and unpaid.  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 Borrowers which are contained in this Agreement shall bind and inure to the benefit of the respective successors and assigns of the Bank.  The Borrowers may not assign or transfer any of their interest under this Agreement, the Term Note, or any other Loan Document without the prior written consent of the Bank.  The obligations of the Borrowers pursuant to Section 3.6, Section 3.7, Section 3.9, Section 9.3 and Section 9.10 shall survive termination of this Agreement and payment of the Obligations.