EXECUTED BY THE BORROWER AND THE ADMINISTRATIVE AGENT AND THEREAFTER SHALL BE
BINDING UPON AND INURE TO THE BENEFIT OF THE BORROWER, THE ADMINISTRATIVE AGENT
AND EACH LENDER AND THE L/C ISSUER AND, IN EACH CASE, THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS.
(B)
ON THE CLOSING DATE, THE EXISTING CREDIT AGREEMENT SHALL BE
AMENDED AND RESTATED IN ITS ENTIRETY BY THIS AGREEMENT, AND THE EXISTING CREDIT
AGREEMENT SHALL THEREAFTER BE OF NO FURTHER FORCE AND EFFECT, EXCEPT TO EVIDENCE
(I) THE INCURRENCE BY THE BORROWER OF THE "OBLIGATIONS" UNDER AND AS DEFINED IN
THE EXISTING CREDIT AGREEMENT (WHETHER OR NOT SUCH "OBLIGATIONS" ARE CONTINGENT
AS OF THE CLOSING DATE) AND (II) ANY ACTION OR OMISSION PERFORMED OR REQUIRED TO
BE PERFORMED PURSUANT TO SUCH EXISTING CREDIT AGREEMENT PRIOR TO THE CLOSING
DATE.
THIS AGREEMENT IS NOT IN ANY WAY INTENDED TO CONSTITUTE A NOVATION OF THE
OBLIGATIONS AND LIABILITIES EXISTING UNDER THE EXISTING CREDIT AGREEMENT OR
EVIDENCE PAYMENT OF ALL OR ANY PORTION OF SUCH OBLIGATIONS AND LIABILITIES.
(C)
THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THE ADMINISTRATIVE
AGENT'S, THE LENDERS' AND THE LC ISSUERS' 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 INDEBTEDNESS ISSUED
THEREUNDER.
(D)
ON AND AFTER THE CLOSING DATE, (I) ALL REFERENCES TO THE EXISTING
CREDIT AGREEMENT (OR TO ANY AMENDMENT OR ANY 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 ARTICLE, SECTION OR SUB-CLAUSE OF THE EXISTING CREDIT
AGREEMENT OR 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, ON OR AFTER THE CLOSING
DATE, ALL REFERENCES TO THIS AGREEMENT HEREIN (INCLUDING FOR PURPOSES OF
INDEMNIFICATION AND REIMBURSEMENT OF FEES) SHALL BE DEEMED TO BE REFERENCE 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 OR WAIVER, 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 HEREBY OR ANY OTHER LOAN DOCUMENT.
10.19.
ELECTRONIC EXECUTION OF ASSIGNMENTS AND CERTAIN OTHER DOCUMENTS.
THE
WORDS "EXECUTION," "SIGNED," "SIGNATURE," AND WORDS OF LIKE IMPORT IN ANY
ASSIGNMENT AND ASSUMPTION OR IN ANY AMENDMENT OR OTHER MODIFICATION HEREOF
(INCLUDING WAIVERS AND CONSENTS) SHALL BE DEEMED TO INCLUDE ELECTRONIC
SIGNATURES OR THE KEEPING OF RECORDS IN ELECTRONIC FORM, EACH OF WHICH SHALL BE
OF THE SAME LEGAL EFFECT, VALIDITY OR ENFORCEABILITY AS A MANUALLY EXECUTED
SIGNATURE OR THE USE OF A PAPER-BASED RECORDKEEPING SYSTEM, AS THE CASE MAY BE,
TO THE EXTENT AND AS PROVIDED FOR IN ANY APPLICABLE LAW, INCLUDING THE