Lender
has received full payment 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.
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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