AT SUCH TIME, THE SAME "OBLIGATIONS" AS WERE
THEN OUTSTANDING UNDER THE EXISTING CREDIT AGREEMENT.
EACH LENDER SHALL
SURRENDER THE "NOTES" OUTSTANDING ON THE EFFECTIVE DATE ISSUED TO IT UNDER THE
EXISTING CREDIT AGREEMENT.
(B)
THE TERMS AND CONDITIONS OF THIS AGREEMENT
AND THE ADMINISTRATIVE AGENT'S, THE LENDERS' AND THE ISSUING LENDER'S RIGHTS AND
REMEDIES UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL APPLY TO ALL OF
THE "OBLIGATIONS" INCURRED UNDER THE EXISTING CREDIT AGREEMENT AND THE NOTES
ISSUED THEREUNDER.
(C)
THE COMPANY REAFFIRMS THE LIENS GRANTED
PURSUANT TO THE EXISTING LOAN DOCUMENTS TO THE ADMINISTRATIVE AGENT FOR THE
BENEFIT OF THE LENDERS AND THE ISSUING LENDERS, WHICH LIENS SHALL CONTINUE IN
FULL FORCE AND EFFECT DURING THE TERM OF THIS AGREEMENT AND ANY RENEWALS OR
EXTENSIONS THEREOF AND SHALL CONTINUE TO SECURE THE OBLIGATIONS HEREUNDER.
(D)
FROM AND AFTER THE EFFECTIVE TIME, (I) ALL
REFERENCES TO THE EXISTING CREDIT AGREEMENT (OR TO ANY AMENDMENT, SUPPLEMENT,
MODIFICATION OR AMENDMENT AND RESTATEMENT THEREOF) IN THE LOAN DOCUMENTS (OTHER
THAN THIS AGREEMENT) SHALL BE DEEMED TO REFER TO THE EXISTING CREDIT AGREEMENT
AS AMENDED AND RESTATED HEREBY, (II) ALL REFERENCES TO ANY SECTION (OR
SUBSECTION) OF THE EXISTING CREDIT AGREEMENT IN ANY LOAN DOCUMENT (BUT NOT
HEREIN) SHALL BE AMENDED TO BECOME MUTATIS MUTANDIS, REFERENCES TO THE
CORRESPONDING PROVISIONS OF THIS AGREEMENT AND (III) EXCEPT AS THE CONTEXT
OTHERWISE PROVIDES, FROM OR AFTER THE EFFECTIVE TIME, ALL REFERENCES TO THIS
AGREEMENT HEREIN (INCLUDING FOR PURPOSES OF INDEMNIFICATION AND REIMBURSEMENT OF
FEES) SHALL BE DEEMED TO BE REFERENCES TO THE EXISTING CREDIT AGREEMENT AS
AMENDED AND RESTATED HEREBY.
(E)
THIS AMENDMENT AND RESTATEMENT IS LIMITED
AS WRITTEN AND IS NOT A CONSENT TO ANY OTHER AMENDMENT, RESTATEMENT, WAIVER OR
OTHER MODIFICATION, WHETHER OR NOT SIMILAR, AND, EXCEPT AS EXPRESSLY PROVIDED
HEREIN OR IN ANY OTHER LOAN DOCUMENT, ALL TERMS AND CONDITIONS OF THE LOAN
DOCUMENTS REMAIN IN FULL FORCE AND EFFECT UNLESS OTHERWISE SPECIFICALLY AMENDED
BY THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.
11.24
USA PATRIOT Act.
Each Lender hereby notifies each
Loan Party that pursuant to the requirements of the USA PATRIOT Act (Title III
of Pub. L. 107-56 (signed into law October 26, 2001)), it is required to obtain,
verify and record information that identifies each Loan Party, which information
includes the name and address of such Loan Party and other information that will
allow such Lender to identify such Loan Party in accordance with said Act.
11.25
Acknowledgments.
Each of the Company and each
Guarantor hereby acknowledges that:
(A)
IT HAS BEEN ADVISED BY COUNSEL IN THE
NEGOTIATION, EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS;
94
(B)
NEITHER THE ADMINISTRATIVE AGENT NOR THE
ISSUING LENDER NOR THE OTHER AGENTS NOR ANY LENDER HAS ANY FIDUCIARY
RELATIONSHIP WITH OR DUTY TO THE COMPANY OR ANY GUARANTOR ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, AND THE
RELATIONSHIP BETWEEN THE ADMINISTRATIVE AGENT, THE ISSUING LENDER, THE OTHER
AGENTS