TO SUCH REPLACEMENT LENDER, AT PAR, PROVIDED THAT THE BORROWER
HAS REIMBURSED SUCH AFFECTED LENDER FOR ITS INCREASED COSTS FOR WHICH IT IS
ENTITLED TO REIMBURSEMENT UNDER THIS AGREEMENT THROUGH THE DATE OF SUCH SALE AND
ASSIGNMENT.
IN THE EVENT THAT A REPLACED LENDER DOES NOT EXECUTE AN ASSIGNMENT
AND ACCEPTANCE PURSUANT TO SECTION 9.8 WITHIN FIVE (5) BUSINESS DAYS AFTER
RECEIPT BY SUCH REPLACED LENDER OF NOTICE OF REPLACEMENT PURSUANT TO THIS
SECTION 9.22 AND PRESENTATION TO SUCH REPLACED LENDER OF AN ASSIGNMENT AND
ACCEPTANCE EVIDENCING AN ASSIGNMENT PURSUANT TO THIS SECTION 9.22, THE BORROWER
SHALL BE ENTITLED (BUT NOT OBLIGATED) TO EXECUTE SUCH AN ASSIGNMENT AND
ACCEPTANCE ON BEHALF OF SUCH REPLACED LENDER, AND ANY SUCH ASSIGNMENT AND
ACCEPTANCE SO EXECUTED BY THE BORROWER, THE REPLACEMENT LENDER AND THE AGENT,
SHALL BE EFFECTIVE FOR PURPOSES OF THIS SECTION 9.22 AND SECTION 9.8.
UPON ANY
SUCH ASSIGNMENT AND PAYMENT AND COMPLIANCE WITH THE OTHER PROVISIONS OF
SECTION 9.8, SUCH REPLACED LENDER SHALL NO
69
LONGER CONSTITUTE A "LENDER" FOR PURPOSES HEREOF; PROVIDED, ANY RIGHTS OF SUCH
REPLACED LENDER TO INDEMNIFICATION HEREUNDER SHALL SURVIVE AS TO SUCH REPLACED
LENDER.
9.23
CONTINUED EFFECTIVENESS; NO NOVATION.
ANYTHING
CONTAINED HEREIN TO THE CONTRARY NOTWITHSTANDING, THIS AGREEMENT IS NOT INTENDED
TO AND SHALL NOT SERVE TO EFFECT A NOVATION OF THE OBLIGATIONS UNDER THE
ORIGINAL CREDIT AGREEMENT.
INSTEAD, IT IS THE EXPRESS INTENTION OF THE PARTIES
HERETO TO REAFFIRM THE INDEBTEDNESS CREATED UNDER THE ORIGINAL CREDIT AGREEMENT
WHICH IS EVIDENCED BY THE NOTES PROVIDED FOR THEREIN AND SECURED BY THE
COLLATERAL.
THE BORROWER ACKNOWLEDGES AND CONFIRMS THAT THE LIENS AND SECURITY
INTERESTS GRANTED PURSUANT TO THE LOAN DOCUMENTS SECURE THE INDEBTEDNESS,
LIABILITIES AND OBLIGATIONS OF THE BORROWER TO THE AGENT AND THE LENDERS UNDER
THE ORIGINAL CREDIT AGREEMENT, AS AMENDED AND RESTATED HEREBY, AND THAT THE TERM
"OBLIGATIONS" AS USED IN THE LOAN DOCUMENTS (OR ANY OTHER TERM USED THEREIN TO
DESCRIBE OR REFER TO THE INDEBTEDNESS, LIABILITIES AND OBLIGATIONS OF THE
BORROWER TO THE AGENT AND THE LENDERS) INCLUDES, WITHOUT LIMITATION, THE
INDEBTEDNESS, LIABILITIES AND OBLIGATIONS OF THE BORROWER UNDER THE NOTES TO BE
DELIVERED HEREUNDER, AND UNDER THE ORIGINAL CREDIT AGREEMENT, AS AMENDED AND
RESTATED HEREBY, AS THE SAME FURTHER MAY BE AMENDED, MODIFIED, SUPPLEMENTED
AND/OR RESTATED FROM TIME TO TIME.
THE LOAN DOCUMENTS AND ALL AGREEMENTS,
INSTRUMENTS AND DOCUMENTS EXECUTED OR DELIVERED IN CONNECTION WITH ANY OF THE
FOREGOING SHALL EACH BE DEEMED TO BE AMENDED TO THE EXTENT NECESSARY TO GIVE
EFFECT TO THE PROVISIONS OF THIS AGREEMENT.
CROSS-REFERENCES IN THE LOAN
DOCUMENTS TO PARTICULAR SECTION NUMBERS IN THE ORIGINAL CREDIT AGREEMENT SHALL
BE DEEMED TO BE CROSS-REFERENCES TO THE CORRESPONDING SECTIONS, AS APPLICABLE,
OF THIS AGREEMENT.
ARTICLE X - TAXES, YIELD PROTECTION AND ILLEGALITY
10.1
TAXES.
(A)
SUBJECT TO SUBSECTION 10.1(G), ANY AND ALL
PAYMENTS BY THE BORROWER TO EACH LENDER OR THE AGENT UNDER THIS AGREEMENT SHALL
BE MADE FREE AND CLEAR OF, AND WITHOUT DEDUCTION OR WITHHOLDING FOR, ANY AND ALL
PRESENT OR FUTURE TAXES, LEVIES,