NOTES OR
ANY OTHER LOAN DOCUMENT WHICH IS PROHIBITED OR UNENFORCEABLE IN ANY JURISDICTION
SHALL, AS TO SUCH JURISDICTION, BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION
OR UNENFORCEABILITY WITHOUT INVALIDATING THE REMAINING PROVISIONS OF THIS
AGREEMENT, THE NOTES OR SUCH OTHER LOAN DOCUMENT OR AFFECTING THE VALIDITY OR
ENFORCEABILITY OF SUCH PROVISION IN ANY OTHER JURISDICTION.
SECTION 9.7
HEADINGS.
THE VARIOUS HEADINGS OF THIS AGREEMENT, THE NOTES
AND OF EACH OTHER LOAN DOCUMENT ARE INSERTED FOR CONVENIENCE ONLY AND SHALL NOT
AFFECT THE MEANING OR INTERPRETATION OF THIS AGREEMENT, THE NOTES OR SUCH OTHER
LOAN DOCUMENT OR ANY PROVISIONS HEREOF OR THEREOF.
SECTION 9.8
COUNTERPARTS, EFFECTIVENESS, ETC.
THIS AGREEMENT MAY BE
EXECUTED BY THE PARTIES HERETO IN SEVERAL COUNTERPARTS, EACH OF WHICH SHALL BE
EXECUTED BY THE BORROWERS, THE LENDERS AND THE AGENT AND BE DEEMED TO BE AN
ORIGINAL AND ALL OF WHICH SHALL CONSTITUTE TOGETHER BUT ONE AND THE SAME
AGREEMENT.
THIS AGREEMENT SHALL BECOME EFFECTIVE WHEN COUNTERPARTS HEREOF
EXECUTED ON BEHALF OF THE BORROWERS AND EACH LENDER SHALL HAVE BEEN RECEIVED BY
THE AGENT AND NOTICE THEREOF SHALL HAVE BEEN GIVEN BY THE AGENT TO THE BORROWERS
AND EACH LENDER.
70
SECTION 9.9
GOVERNING LAW; ENTIRE AGREEMENT.
(A)
THIS AGREEMENT AND THE NOTES SHALL EACH BE DEEMED TO BE A CONTRACT
MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF GEORGIA.
THIS
AGREEMENT, THE NOTES AND THE OTHER LOAN DOCUMENTS CONSTITUTE THE ENTIRE
UNDERSTANDING AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF
AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT THERETO.
WITHOUT LIMITATION OF THE FOREGOING, THIS AGREEMENT AMENDS, RESTATES, SUPERSEDES
AND REPLACES THAT CERTAIN LOAN AND SECURITY AGREEMENT, DATED AS OF AUGUST 28
2002, BETWEEN UPSC AND BORROWERS, AS AMENDED TO DATE ("EXISTING AGREEMENT"), AND
UPON THE FUNDING OF THE INITIAL WORKING CAPITAL FACILITY LOAN UNDER THIS
AGREEMENT, THE EXISTING AGREEMENT SHALL BE DEEMED TO BE TERMINATED WITHOUT
FURTHER ACTION BY ANY PARTY THERETO, PROVIDED, HOWEVER, THAT THOSE PROVISIONS OF
THE EXISTING AGREEMENT WHICH BY THEIR TERMS EXPRESSLY SURVIVE TERMINATION OF THE
EXISTING AGREEMENT SHALL CONTINUE IN FULL FORCE AND EFFECT.
(B)
EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY SUBMITS TO THE
JURISDICTION OF ANY GEORGIA STATE OR FEDERAL COURT SITTING IN ATLANTA, GEORGIA
IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT OR RELATED DOCUMENT, AND EACH HEREBY IRREVOCABLY AGREES THAT
ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED
IN SUCH GEORGIA STATE OR FEDERAL COURT.
EACH BORROWER AGREES THAT SUCH
JURISDICTION SHALL BE EXCLUSIVE WITH RESPECT TO ANY SUCH ACTION OR PROCEEDING
BROUGHT BY IT AGAINST THE AGENT OR ANY LENDER.
EACH PARTY TO THIS AGREEMENT
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, THE
DEFENSE OF ANY INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR
PROCEEDING.
(C)
EACH BORROWER HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS
UPON IT IN ANY ACTION