OF CAPITAL REQUIRED TO BE
MAINTAINED BY LENDER AND OF THE AMOUNT OF COMPENSATION OWED TO ANY LENDER UNDER
THIS SECTION SHALL BE CONCLUSIVE ABSENT MANIFEST ERROR, PROVIDED THAT SUCH
DETERMINATIONS ARE MADE ON A REASONABLE BASIS.
13.13
REPLACEMENT NOTES.
UPON RECEIPT BY BORROWER OF
EVIDENCE REASONABLY SATISFACTORY TO IT OF THE LOSS, THEFT, DESTRUCTION OR
MUTILATION OF ANY REVOLVING NOTE, AND (IN CASE OF LOSS, THEFT OR DESTRUCTION) OF
THE AGREEMENT OF LENDER TO INDEMNIFY BORROWER, AND UPON SURRENDER AND
CANCELLATION OF SUCH REVOLVING NOTE, IF MUTILATED, THEN BORROWER WILL EXECUTE
AND DELIVER A NEW REVOLVING NOTE TO BE DATED AS OF THE DATE OF THIS CREDIT
AGREEMENT.
13.14
MUTUAL RELEASE.
UPON FULL INDEFEASIBLE PAYMENT AND
SATISFACTION OF THE BANK DEBT AND REVOLVING NOTE AND THE OTHER OBLIGATIONS
CONTAINED IN THIS CREDIT AGREEMENT, BORROWER AND LENDER SHALL, EXCEPT AS
PROVIDED IN ARTICLE 11 HEREOF WITH RESPECT TO INDEMNIFICATION OBLIGATIONS,
THEREUPON AUTOMATICALLY EACH
48
BE FULLY, FINALLY, AND FOREVER RELEASED AND DISCHARGED FROM ANY FURTHER CLAIM,
LIABILITY, OR OBLIGATION IN CONNECTION WITH THE BANK DEBT.
13.15
NO IMPLIED WAIVER.
THE ACCEPTANCE BY LENDER AT ANY
TIME AND FROM TIME TO TIME OF PARTIAL PAYMENTS ON THE BANK DEBT SHALL NOT BE
DEEMED A WAIVER OF ANY POTENTIAL DEFAULT OR EVENT OF DEFAULT THEN EXISTING.
NO
WAIVER BY LENDER OF ANY POTENTIAL DEFAULT OR EVENT OF DEFAULT SHALL BE DEEMED TO
BE A WAIVER OF ANY OTHER THEN-EXISTING OR SUBSEQUENT POTENTIAL DEFAULT OR EVENT
OF DEFAULT.
NO DELAY OR OMISSION BY LENDER IN EXERCISING ANY RIGHT OR REMEDY
SHALL IMPAIR THAT RIGHT OR REMEDY OR BE CONSTRUED AS A WAIVER THEREOF, NOR SHALL
ANY SINGLE OR PARTIAL EXERCISE OF ANY RIGHT OR REMEDY PRECLUDE OTHER OR FURTHER
EXERCISE OF THAT, OR ANY OTHER, RIGHT OR REMEDY.
13.16
LIBERAL CONSTRUCTION.
THIS CREDIT AGREEMENT
CONSTITUTES A FULLY NEGOTIATED AGREEMENT BETWEEN COMMERCIALLY SOPHISTICATED
PARTIES, EACH ASSISTED BY LEGAL COUNSEL, AND SHALL NOT BE CONSTRUED AND
INTERPRETED FOR OR AGAINST ANY PARTY HERETO.
13.17
COUNTERPARTS.
THIS CREDIT AGREEMENT MAY BE EXECUTED
IN ANY NUMBER OF COUNTERPARTS AND BY DIFFERENT PARTIES TO THIS CREDIT AGREEMENT
IN SEPARATE COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED SHALL BE DEEMED TO BE
AN ORIGINAL AND ALL OF WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME
AGREEMENT.
COPIES OF DOCUMENTS OR SIGNATURE PAGES BEARING ORIGINAL SIGNATURES,
AND EXECUTED DOCUMENTS OR SIGNATURE PAGES DELIVERED BY FACSIMILE OR BY E-MAIL
TRANSMISSION OF AN ADOBE® FILE FORMAT DOCUMENT (ALSO KNOWN AS A PDF FILE),
SHALL, IN EACH SUCH INSTANCE, BE DEEMED TO BE, AND SHALL CONSTITUTE AND BE
TREATED AS, AN ORIGINAL SIGNED DOCUMENT OR COUNTERPART, AS APPLICABLE.
ANY
PARTY DELIVERING AN EXECUTED COUNTERPART OF THIS CREDIT AGREEMENT BY FACSIMILE,
OR BY E-MAIL TRANSMISSION OF AN ADOBE FILE FORMAT DOCUMENT ALSO SHALL DELIVER AN
ORIGINAL EXECUTED COUNTERPART OF THIS CREDIT AGREEMENT, BUT THE FAILURE TO
DELIVER AN ORIGINAL EXECUTED COUNTERPART SHALL NOT AFFECT THE VALIDITY,
ENFORCEABILITY, AND BINDING EFFECT OF THIS CREDIT AGREEMENT.
13.18
AFFECT OF AMENDED AND RESTATED CREDIT AGREEMENT.