HEREBY NOTIFIES THE BORROWER THAT PURSUANT TO THE
REQUIREMENTS OF THE ACT, IT IS REQUIRED TO OBTAIN, VERIFY AND RECORD CERTAIN
INFORMATION AND DOCUMENTATION THAT IDENTIFIES THE BORROWER, WHICH INFORMATION
INCLUDES THE NAME AND ADDRESS OF THE BORROWER AND SUCH OTHER INFORMATION THAT
WILL ALLOW SUCH LENDER TO IDENTIFY THE BORROWER IN ACCORDANCE WITH THE ACT.
43
9.15
AMENDMENT AND RESTATEMENT.
(A)
ON THE RESTATEMENT DATE, THE EXISTING AGREEMENT SHALL BE AMENDED,
RESTATED AND SUPERSEDED IN ITS ENTIRETY.
THE PARTIES HERETO ACKNOWLEDGE AND
AGREE THAT (A) THIS AGREEMENT, THE NOTES DELIVERED PURSUANT TO SECTION 2.13 (THE
"RESTATED NOTES") AND THE OTHER LOAN DOCUMENTS EXECUTED AND DELIVERED IN
CONNECTION HEREWITH DO NOT CONSTITUTE A NOVATION, PAYMENT AND REBORROWING, OR
TERMINATION OF THE "OBLIGATIONS" (AS DEFINED IN THE EXISTING AGREEMENT) UNDER
THE EXISTING AGREEMENT AS IN EFFECT PRIOR TO THE RESTATEMENT DATE; (B) SUCH
"OBLIGATIONS" ARE IN ALL RESPECTS CONTINUING WITH ONLY THE TERMS THEREOF BEING
MODIFIED AS PROVIDED IN THIS AGREEMENT; AND (C) UPON THE EFFECTIVENESS OF THIS
AGREEMENT ALL LOANS OUTSTANDING UNDER THE EXISTING AGREEMENT IMMEDIATELY BEFORE
THE EFFECTIVENESS OF THIS AGREEMENT WILL BE PART OF THE LOANS HEREUNDER ON THE
TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT.
(B)
NOTWITHSTANDING THE MODIFICATIONS EFFECTED BY THIS AGREEMENT OF
THE REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWER CONTAINED IN THE
EXISTING AGREEMENT, THE BORROWER ACKNOWLEDGES AND AGREES THAT ANY CHOSES IN
ACTION OR OTHER RIGHTS CREATED IN FAVOR OF ANY LENDER AND ITS RESPECTIVE
SUCCESSORS ARISING OUT OF THE REPRESENTATIONS AND WARRANTIES OF THE BORROWER
CONTAINED IN OR DELIVERED (INCLUDING REPRESENTATIONS AND WARRANTIES DELIVERED IN
CONNECTION WITH THE MAKING OF THE LOANS OR OTHER EXTENSIONS OF CREDIT
THEREUNDER) IN CONNECTION WITH THE EXISTING AGREEMENT, SHALL SURVIVE THE
EXECUTION AND DELIVERY OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT IT IS
UNDERSTOOD AND AGREED THAT THE BORROWER'S MONETARY OBLIGATIONS UNDER THE
EXISTING AGREEMENT IN RESPECT OF THE LOANS THEREUNDER, (INCLUDING ALL
"OBLIGATIONS," AS DEFINED THEREUNDER) ARE EVIDENCED BY THIS AGREEMENT AS
PROVIDED IN ARTICLE I HEREOF.
(C)
ALL INDEMNIFICATION OBLIGATIONS OF THE BORROWER PURSUANT TO THE
EXISTING AGREEMENT SHALL SURVIVE THE AMENDMENT AND RESTATEMENT OF THE EXISTING
AGREEMENT PURSUANT TO THIS AGREEMENT.
(D)
ON AND AFTER THE RESTATEMENT DATE, (I) EACH REFERENCE IN THE LOAN
DOCUMENTS TO THE "CREDIT AGREEMENT", "THEREUNDER", "THEREOF" OR SIMILAR WORDS
REFERRING TO THE CREDIT AGREEMENT SHALL MEAN AND BE A REFERENCE TO THIS
AGREEMENT AND (II) EACH REFERENCE IN THE LOAN DOCUMENTS TO A "NOTE" SHALL MEAN
AND BE A NOTE AS DEFINED IN THIS AGREEMENT.
ARTICLE X
THE AGENT
10.1
APPOINTMENT; NATURE OF RELATIONSHIP.
LASALLE IS HEREBY APPOINTED
BY EACH OF THE LENDERS AS ITS CONTRACTUAL REPRESENTATIVE (HEREIN REFERRED TO AS
THE "AGENT") HEREUNDER AND UNDER EACH OTHER LOAN DOCUMENT, AND EACH OF THE
LENDERS IRREVOCABLY AUTHORIZES THE AGENT TO ACT AS THE CONTRACTUAL
REPRESENTATIVE OF SUCH LENDER WITH THE RIGHTS AND DUTIES EXPRESSLY SET FORTH
HEREIN AND IN THE OTHER LOAN DOCUMENTS.
THE AGENT AGREES TO ACT AS SUCH
CONTRACTUAL REPRESENTATIVE UPON THE EXPRESS CONDITIONS CONTAINED IN