HEREIN SHALL SURVIVE THE EXECUTION AND
DELIVERY OF THIS AGREEMENT, THE MAKING OF THE LOANS, ISSUANCES OF LETTERS OF
CREDIT AND THE EXECUTION AND DELIVERY OF THE NOTES.
NOTWITHSTANDING ANYTHING IN
THIS AGREEMENT OR IMPLIED BY LAW TO THE CONTRARY, THE AGREEMENTS OF BORROWERS
SET FORTH IN SECTIONS 1.3(F), 1.8, 1.9 AND 9.1 SHALL SURVIVE THE REPAYMENT OF
THE OBLIGATIONS AND THE TERMINATION OF THIS AGREEMENT.
9.17.
ENTIRE AGREEMENT.
THIS AGREEMENT, THE NOTES AND THE OTHER LOAN
DOCUMENTS EMBODY THE ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDE ALL
PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER ORAL
OR WRITTEN, RELATING TO THE SUBJECT MATTER HEREOF (OTHER THAN THE GE CAPITAL FEE
LETTER), AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES
HERETO.
ALL EXHIBITS, SCHEDULES AND ANNEXES REFERRED TO HEREIN ARE INCORPORATED
IN THIS AGREEMENT BY REFERENCE AND CONSTITUTE A PART OF THIS AGREEMENT.
9.18.
COUNTERPARTS; EFFECTIVENESS.
THIS AGREEMENT AND ANY AMENDMENTS,
WAIVERS, CONSENTS OR SUPPLEMENTS MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS
AND BY DIFFERENT PARTIES HERETO IN SEPARATE COUNTERPARTS, EACH OF WHICH WHEN SO
EXECUTED AND DELIVERED SHALL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH
COUNTERPARTS TOGETHER SHALL CONSTITUTE BUT ONE IN THE SAME INSTRUMENT.
THIS
AGREEMENT SHALL BECOME EFFECTIVE UPON THE EXECUTION OF A COUNTERPART HEREOF BY
EACH OF THE PARTIES HERETO.
9.19.
REPLACEMENT OF LENDERS.
(A)
WITHIN FIFTEEN (15) DAYS AFTER RECEIPT BY BORROWER REPRESENTATIVE
OF WRITTEN NOTICE AND DEMAND FROM ANY LENDER FOR PAYMENT PURSUANT TO SECTION 1.8
OR 1.9 OR, AS PROVIDED IN SECTION 9.19(C), IN THE CASE OF CERTAIN REFUSALS BY
ANY LENDER TO CONSENT TO CERTAIN PROPOSED AMENDMENTS, MODIFICATIONS,
TERMINATIONS OR WAIVERS WITH RESPECT TO THIS AGREEMENT THAT HAVE BEEN APPROVED
BY REQUISITE LENDERS, SUPERMAJORITY LENDERS OR ALL AFFECTED LENDERS, AS
APPLICABLE (ANY SUCH LENDER DEMANDING SUCH PAYMENT OR REFUSING TO SO CONSENT
BEING REFERRED TO HEREIN AS AN "AFFECTED LENDER"), BORROWERS MAY, AT THEIR
OPTION, NOTIFY AGENT AND SUCH AFFECTED LENDER OF ITS INTENTION TO DO ONE OF THE
FOLLOWING:
(I)
BORROWERS MAY OBTAIN, AT BORROWERS' EXPENSE, A REPLACEMENT LENDER
("REPLACEMENT LENDER") FOR SUCH AFFECTED LENDER, WHICH REPLACEMENT LENDER SHALL
BE REASONABLY SATISFACTORY TO AGENT.
IN THE EVENT BORROWERS OBTAIN A
REPLACEMENT LENDER THAT WILL PURCHASE ALL OUTSTANDING OBLIGATIONS OWED TO SUCH
AFFECTED LENDER AND ASSUME ITS COMMITMENTS HEREUNDER WITHIN NINETY (90) DAYS
FOLLOWING NOTICE OF BORROWERS' INTENTION TO DO SO, THE AFFECTED LENDER SHALL
SELL AND ASSIGN ALL OF ITS RIGHTS AND DELEGATE ALL OF ITS OBLIGATIONS UNDER THIS
AGREEMENT TO SUCH REPLACEMENT LENDER IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 8.1,
79
PROVIDED THAT BORROWERS HAVE REIMBURSED SUCH AFFECTED LENDER FOR ANY
ADMINISTRATIVE FEE PAYABLE PURSUANT TO SECTION 8.1 AND, IN ANY CASE WHERE SUCH
REPLACEMENT OCCURS AS THE RESULT OF A DEMAND FOR PAYMENT PURSUANT TO SECTION 1.8
OR 1.9, PAID ALL AMOUNTS REQUIRED TO BE PAID TO SUCH AFFECTED LENDER PURSUANT TO
SECTION 1.8 OR 1.9 THROUGH THE DATE OF SUCH SALE