THROUGH NINTH SENTENCES OF PARAGRAPH 11, AND EACH OF PARAGRAPHS 5, 6, 10, 12,
13, 14, 15 AND 17, IN EACH CASE, OF THE LETTER AGREEMENT DATED DECEMBER 11, 2006
BETWEEN THE SPONSOR AND CREDIT SUISSE (AS MAY BE
AMENDED FROM TIME TO TIME, THE
"COMMITMENT LETTER"), 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.
THE
BORROWER AGREES THAT IT WILL EXECUTE AND DELIVER SUCH AMENDMENTS TO THE LOAN
DOCUMENTS AS SHALL BE NECESSARY TO GIVE EFFECT TO THE PROVISIONS OF THE FEE
LETTER AND SUCH SURVIVING PARAGRAPHS OF THE COMMITMENT LETTER.
EXCEPT AS
PROVIDED IN SECTION 4.01, THIS
116
AGREEMENT SHALL BECOME EFFECTIVE WHEN IT SHALL HAVE BEEN EXECUTED BY THE
ADMINISTRATIVE AGENT AND WHEN THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
COUNTERPARTS HEREOF THAT, WHEN TAKEN TOGETHER, BEAR THE SIGNATURES OF EACH OF
THE OTHER PARTIES HERETO.
DELIVERY OF AN EXECUTED COUNTERPART OF A SIGNATURE
PAGE OF THIS AGREEMENT BY TELECOPY OR PDF (OR SIMILAR FILE) BY ELECTRONIC MAIL
SHALL BE EFFECTIVE AS DELIVERY OF A MANUALLY EXECUTED COUNTERPART OF THIS
AGREEMENT.
10.12
SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
ALL REPRESENTATIONS AND
WARRANTIES MADE HEREUNDER AND IN ANY OTHER LOAN DOCUMENT OR OTHER DOCUMENT
DELIVERED PURSUANT HERETO OR THERETO OR IN CONNECTION HEREWITH OR THEREWITH
SHALL SURVIVE THE EXECUTION AND DELIVERY HEREOF AND THEREOF.
SUCH
REPRESENTATIONS AND WARRANTIES HAVE BEEN OR WILL BE RELIED UPON BY EACH AGENT
AND EACH LENDER, REGARDLESS OF ANY INVESTIGATION MADE BY ANY AGENT OR ANY LENDER
OR ON THEIR BEHALF AND NOTWITHSTANDING THAT ANY AGENT OR ANY LENDER MAY HAVE HAD
NOTICE OR KNOWLEDGE OF ANY DEFAULT AT THE TIME OF ANY CREDIT EXTENSION, AND
SHALL CONTINUE IN FULL FORCE AND EFFECT AS LONG AS ANY LOAN OR ANY OTHER
OBLIGATION HEREUNDER SHALL REMAIN UNPAID OR UNSATISFIED OR ANY LETTER OF CREDIT
SHALL REMAIN OUTSTANDING.
10.13
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS IS HELD TO BE ILLEGAL, INVALID OR UNENFORCEABLE, (A) THE LEGALITY,
VALIDITY AND ENFORCEABILITY OF THE REMAINING PROVISIONS OF THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS SHALL NOT BE AFFECTED OR IMPAIRED THEREBY AND (B) THE
PARTIES SHALL ENDEAVOR IN GOOD FAITH NEGOTIATIONS TO REPLACE THE ILLEGAL,
INVALID OR UNENFORCEABLE PROVISIONS WITH VALID PROVISIONS THE ECONOMIC EFFECT OF
WHICH COMES AS CLOSE AS POSSIBLE TO THAT OF THE ILLEGAL, INVALID OR
UNENFORCEABLE PROVISIONS.
THE INVALIDITY OF A PROVISION IN A PARTICULAR
JURISDICTION SHALL NOT INVALIDATE OR RENDER UNENFORCEABLE SUCH PROVISION IN ANY
OTHER JURISDICTION.
10.14
USA PATRIOT ACT NOTICE.
EACH LENDER AND THE ADMINISTRATIVE AGENT
(FOR ITSELF AND NOT ON BEHALF OF ANY LENDER) HEREBY NOTIFIES THE BORROWER THAT
PURSUANT TO THE REQUIREMENTS OF THE USA PATRIOT ACT (TITLE III OF PUB. L. 107-56
(SIGNED INTO LAW OCTOBER 26, 2001)) (THE "PATRIOT ACT"), IT IS REQUIRED TO
OBTAIN, VERIFY AND RECORD INFORMATION THAT IDENTIFIES THE BORROWER, WHICH
INFORMATION INCLUDES THE NAME AND