OF PUB. L. 107-56 (SIGNED
INTO LAW OCTOBER 26, 2001)) (THE "ACT") HEREBY NOTIFIES THE BORROWER THAT
PURSUANT TO THE REQUIREMENTS OF THE ACT, IT IS REQUIRED TO OBTAIN, VERIFY AND
RECORD CERTAIN INFORMATION AND DOCUMENTATION THAT IDENTIFIES THE BORROWER, WHICH
INFORMATION INCLUDES THE NAME AND ADDRESS OF THE BORROWER AND SUCH OTHER
INFORMATION THAT WILL ALLOW SUCH LENDER TO IDENTIFY THE BORROWER IN ACCORDANCE
WITH THE ACT.
43
9.15
AMENDMENT AND RESTATEMENT.
(A)
ON THE RESTATEMENT DATE, THE EXISTING
AGREEMENT SHALL BE AMENDED, RESTATED AND SUPERSEDED IN ITS ENTIRETY.
THE
PARTIES HERETO ACKNOWLEDGE AND AGREE THAT (A) THIS AGREEMENT, THE NOTES
DELIVERED PURSUANT TO SECTION 2.13 (THE "RESTATED NOTES") AND THE OTHER LOAN
DOCUMENTS EXECUTED AND DELIVERED IN CONNECTION HEREWITH DO NOT CONSTITUTE A
NOVATION, PAYMENT AND REBORROWING, OR TERMINATION OF THE "OBLIGATIONS" (AS
DEFINED IN THE EXISTING AGREEMENT) UNDER THE EXISTING AGREEMENT AS IN EFFECT
PRIOR TO THE RESTATEMENT DATE; (B) SUCH "OBLIGATIONS" ARE IN ALL RESPECTS
CONTINUING WITH ONLY THE TERMS THEREOF BEING MODIFIED AS PROVIDED IN THIS
AGREEMENT; AND (C) UPON THE EFFECTIVENESS OF THIS AGREEMENT ALL LOANS
OUTSTANDING UNDER THE EXISTING AGREEMENT IMMEDIATELY BEFORE THE EFFECTIVENESS OF
THIS AGREEMENT WILL BE PART OF THE LOANS HEREUNDER ON THE TERMS AND CONDITIONS
SET FORTH IN THIS AGREEMENT.
(B)
NOTWITHSTANDING THE MODIFICATIONS EFFECTED
BY THIS AGREEMENT OF THE REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWER
CONTAINED IN THE EXISTING AGREEMENT, THE BORROWER ACKNOWLEDGES AND AGREES THAT
ANY CHOSES IN ACTION OR OTHER RIGHTS CREATED IN FAVOR OF ANY LENDER AND ITS
RESPECTIVE SUCCESSORS ARISING OUT OF THE REPRESENTATIONS AND WARRANTIES OF THE
BORROWER CONTAINED IN OR DELIVERED (INCLUDING REPRESENTATIONS AND WARRANTIES
DELIVERED IN CONNECTION WITH THE MAKING OF THE LOANS OR OTHER EXTENSIONS OF
CREDIT THEREUNDER) IN CONNECTION WITH THE EXISTING AGREEMENT, SHALL SURVIVE THE
EXECUTION AND DELIVERY OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT IT IS
UNDERSTOOD AND AGREED THAT THE BORROWER'S MONETARY OBLIGATIONS UNDER THE
EXISTING AGREEMENT IN RESPECT OF THE LOANS THEREUNDER
(INCLUDING ALL
"OBLIGATIONS", AS DEFINED THEREUNDER) ARE EVIDENCED BY THIS AGREEMENT AS
PROVIDED IN ARTICLE I HEREOF.
(C)
ALL INDEMNIFICATION OBLIGATIONS OF THE
BORROWER PURSUANT TO THE EXISTING AGREEMENT SHALL SURVIVE THE AMENDMENT AND
RESTATEMENT OF THE EXISTING AGREEMENT PURSUANT TO THIS AGREEMENT.
(D)
ON AND AFTER THE RESTATEMENT DATE, (I) EACH
REFERENCE IN THE LOAN DOCUMENTS TO THE "CREDIT AGREEMENT", "THEREUNDER",
"THEREOF" OR SIMILAR WORDS REFERRING TO THE CREDIT AGREEMENT SHALL MEAN AND BE A
REFERENCE TO THIS AGREEMENT AND (II) EACH REFERENCE IN THE LOAN DOCUMENTS TO A
"NOTE" SHALL MEAN AND BE A NOTE AS DEFINED IN THIS AGREEMENT.
ARTICLE X
THE AGENT
10.1
APPOINTMENT; NATURE OF RELATIONSHIP.
JPMCB IS
HEREBY APPOINTED BY EACH OF THE LENDERS AS ITS CONTRACTUAL REPRESENTATIVE
(HEREIN REFERRED TO AS THE "AGENT") HEREUNDER AND UNDER EACH OTHER LOAN
DOCUMENT, AND EACH OF THE LENDERS IRREVOCABLY AUTHORIZES THE AGENT TO ACT AS THE
CONTRACTUAL REPRESENTATIVE OF SUCH LENDER WITH THE RIGHTS AND DUTIES EXPRESSLY
SET FORTH HEREIN AND IN THE OTHER LOAN DOCUMENTS.
THE AGENT AGREES