RELATING TO THE
LOANS. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN
CONSENT TO A TRIAL BY THE COURT. BORROWER, ADMINISTRATIVE AGENT AND EACH LENDER
ALSO WAIVE ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR
THIS WAIVER, BE REQUIRED OF EACH OF THEM.
9.16.
SURVIVAL OF WARRANTIES AND CERTAIN AGREEMENTS.
ALL
AGREEMENTS, REPRESENTATIONS AND WARRANTIES MADE HEREIN SHALL SURVIVE THE
EXECUTION AND DELIVERY OF THIS AGREEMENT, THE MAKING OF THE LOANS, THE 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 BORROWER SET FORTH IN SUBSECTIONS 1.4(D), 1.11, 1.13, 1.14,
9.1, 9.14 AND 9.15 SHALL SURVIVE THE PAYMENT OF THE LOANS, THE PAYMENT OF THE
LETTER OF CREDIT LIABILITIES AND THE TERMINATION OF THIS AGREEMENT.
9.17.
ENTIRE AGREEMENT.
THIS AGREEMENT, THE NOTES AND
THE OTHER LOAN DOCUMENTS REFERRED TO HEREIN EMBODY THE FINAL, ENTIRE AGREEMENT
AMONG THE PARTIES HERETO AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS,
AGREEMENTS, REPRESENTATIONS, UNDERSTANDINGS, WHETHER ORAL OR WRITTEN, RELATING
TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE
OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE
PARTIES HERETO.
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 AND THE SAME INSTRUMENT.
THIS AGREEMENT SHALL BECOME EFFECTIVE UPON THE EXECUTION OF A COUNTERPART HEREOF
BY EACH OF THE PARTIES HERETO.
58
9.19.
PATRIOT ACT.
ADMINISTRATIVE AGENT NOTIFIES
BORROWER AND ITS SUBSIDIARIES 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 EACH OF BORROWER AND ITS SUBSIDIARIES, WHICH INFORMATION
INCLUDES THE NAME AND ADDRESS OF SUCH ENTITY AND OTHER INFORMATION THAT WILL
ALLOW ADMINISTRATIVE AGENT TO IDENTIFY SUCH IN ACCORDANCE WITH THE PATRIOT ACT.
EACH OF BORROWER AND ITS SUBSIDIARIES SHALL PROVIDE TO THE EXTENT COMMERCIALLY
REASONABLE, SUCH INFORMATION AND TAKE SUCH OTHER ACTIONS AS ARE REASONABLY
REQUESTED BY ADMINISTRATIVE AGENT IN ORDER TO ASSIST ADMINISTRATIVE AGENT IN
MAINTAINING COMPLIANCE WITH THE PATRIOT ACT.
9.20.
EFFECTIVENESS OF AMENDMENT AND RESTATEMENT; NO
NOVATION.
THE AMENDMENT AND RESTATEMENT OF THE EXISTING CREDIT AGREEMENT
PURSUANT TO THIS AGREEMENT SHALL BE EFFECTIVE AS OF THE AMENDMENT DATE.
ALL
OBLIGATIONS AND RIGHTS OF BORROWER AND ITS SUBSIDIARIES AND ADMINISTRATIVE AGENT
ARISING OUT OF OR RELATING TO THE PERIOD COMMENCING ON THE AMENDMENT DATE SHALL
BE GOVERNED BY THE TERMS AND PROVISIONS OF THIS AGREEMENT; THE OBLIGATIONS OF
AND RIGHTS OF BORROWER, ITS SUBSIDIARIES, LENDERS AND ADMINISTRATIVE AGENT
ARISING OUT OF OR RELATING TO THE PERIOD PRIOR TO THE AMENDMENT DATE SHALL
CONTINUE TO BE GOVERNED