of such obligations.
11.20
REPLACEMENT NOTES.
Upon receipt of evidence reasonably satisfactory to the Borrower of the loss,
theft, destruction or mutilation of any Note, and in the case of any such loss,
theft or destruction, upon delivery by the relevant Lender of an indemnity
agreement reasonably satisfactory to the Borrower or, in the case of any such
mutilation, upon surrender and cancellation of the applicable Note, the Borrower
will execute and deliver, in lieu thereof, a replacement Note, identical in form
and substance to the applicable Note and dated as of the date of the applicable
Note and upon such execution and delivery all references in the Loan Documents
to such Note shall be deemed to refer to such replacement Note.
79
11.21
USA PATRIOT ACT NOTICE.
EACH LENDER THAT IS SUBJECT
TO THE ACT (AS HEREINAFTER DEFINED) AND THE ADMINISTRATIVE AGENT (FOR ITSELF AND
NOT ON BEHALF OF ANY LENDER) HEREBY NOTIFIES THE BORROWER THAT PURSUANT TO THE
REQUIREMENTS OF THE USA PATRIOT ACT (TITLE III OF PUB. L. 107-56 (SIGNED INTO
LAW OCTOBER 26, 2001)) (THE "ACT"), IT IS REQUIRED TO OBTAIN, VERIFY AND RECORD
INFORMATION THAT IDENTIFIES THE BORROWER, WHICH INFORMATION INCLUDES THE NAME
AND ADDRESS OF THE BORROWER AND OTHER INFORMATION THAT WILL ALLOW SUCH LENDER OR
THE ADMINISTRATIVE AGENT, AS APPLICABLE, TO IDENTIFY THE BORROWER IN ACCORDANCE
WITH THE ACT.
11.22
REPLACEMENT OF LENDERS.
IF ANY LENDER REQUESTS
COMPENSATION UNDER SECTION 2.11, OR IF THE BORROWER IS REQUIRED TO PAY ANY
ADDITIONAL AMOUNT TO ANY LENDER OR ANY GOVERNMENTAL AUTHORITY FOR THE ACCOUNT OF
ANY LENDER PURSUANT TO SECTION 2.9, OR IF ANY LENDER IS A DEFAULTING LENDER,
THEN THE BORROWER MAY, AT ITS SOLE EXPENSE AND EFFORT, UPON NOTICE TO SUCH
LENDER AND THE ADMINISTRATIVE AGENT, REQUIRE SUCH LENDER TO ASSIGN AND DELEGATE,
WITHOUT RECOURSE (IN ACCORDANCE WITH AND SUBJECT TO THE RESTRICTIONS AND OTHER
REQUIREMENTS CONTAINED IN, AND CONSENTS REQUIRED BY, SECTION 11.7), ALL OF ITS
INTERESTS, RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT AND THE RELATED LOAN
DOCUMENTS TO AN ASSIGNEE THAT SHALL ASSUME SUCH OBLIGATIONS (WHICH ASSIGNEE MAY
BE, BUT IS NOT REQUIRED TO BE, ANOTHER LENDER, IF A LENDER ACCEPTS SUCH
ASSIGNMENT), PROVIDED THAT:
(A)
THE BORROWER SHALL HAVE PAID TO THE
ADMINISTRATIVE AGENT THE ASSIGNMENT FEE SPECIFIED IN SECTION 11.7;
(B)
SUCH LENDER SHALL HAVE RECEIVED PAYMENT OF
AN AMOUNT EQUAL TO THE OUTSTANDING PRINCIPAL OF ITS LOANS, ACCRUED INTEREST
THEREON, ACCRUED FEES AND ALL OTHER AMOUNTS PAYABLE TO IT HEREUNDER AND UNDER
THE OTHER LOAN DOCUMENTS (INCLUDING ANY AMOUNTS UNDER SECTION 2.12) FROM THE
ASSIGNEE (TO THE EXTENT OF SUCH OUTSTANDING PRINCIPAL AND ACCRUED INTEREST AND
FEES) OR THE BORROWER (IN THE CASE OF ALL OTHER AMOUNTS);
(C)
IN THE CASE OF ANY SUCH ASSIGNMENT
RESULTING FROM A CLAIM FOR COMPENSATION UNDER SECTION 2.11 OR PAYMENTS REQUIRED
TO BE MADE PURSUANT TO SECTION 2.9, SUCH ASSIGNMENT WILL RESULT IN A REDUCTION
IN SUCH COMPENSATION OR PAYMENTS THEREAFTER;
(D)
SUCH ASSIGNMENT DOES NOT CONFLICT WITH
APPLICABLE LAWS; AND