TO THE FULLEST EXTENT PERMITTED, BY
APPLICABLE LAW, EACH OF THE BORROWERS, THE ADMINISTRATIVE AGENTS AND THE LENDERS
HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT
TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED UPON
CONTRACT, TORT OR OTHERWISE) BETWEEN OR AMONG EITHER BORROWER AND ANY OTHER
PARTY TO THIS AGREEMENT ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT,
ANY OTHER LOAN DOCUMENTS, OR ANY RELATIONSHIP BETWEEN ANY OTHER PARTY TO THIS
AGREEMENT AND THE BORROWERS. THIS PROVISION IS A MATERIAL INDUCEMENT TO THE
LENDERS TO PROVIDE THE FINANCING DESCRIBED IN THIS AGREEMENT.
Section 14.20 Amendment and Restatement; Release. This Agreement amends and
restates in its entirety the Existing Credit Agreement. The execution of this
Agreement and the other Loan Documents executed in connection herewith does not
extinguish the indebtedness outstanding in connection with the Existing Credit
Agreement nor does it constitute a novation with respect to such indebtedness.
EACH BORROWER REPRESENT AND WARRANT THAT AS OF THE DATE HEREOF THERE ARE NO
CLAIMS OR OFFSETS AGAINST OR DEFENSES OR COUNTERCLAIMS TO ITS OR ANY OBLIGATED
PARTIES' OBLIGATIONS UNDER THE EXISTING CREDIT AGREEMENT, THE OTHER LOAN
DOCUMENTS AND THE DOCUMENTATION RELATING TO THE DEPOSIT AND CASH MANAGEMENT
SERVICES. TO INDUCE THE ADMINISTRATIVE AGENTS, THE ISSUING LENDERS AND THE
LENDERS TO ENTER INTO THIS AGREEMENT, EACH BORROWER AND, BY THE EXECUTION OF THE
LOAN DOCUMENTS TO WHICH IT IS A PARTY, EACH GUARANTOR WAIVES ANY AND ALL CLAIMS,
OFFSETS, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO
THE DATE HEREOF AND HEREBY RELEASES THE ADMINISTRATIVE AGENTS, THE LENDERS, THE
ISSUING LENDERS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND
ATTORNEYS (COLLECTIVELY, THE "RELEASED PARTIES") FROM ANY AND ALL OBLIGATIONS,
INDEBTEDNESS, LIABILITY, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER,
WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED WHICH SUCH BORROWER OR ANY
GUARANTOR EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED
PARTY ARISING PRIOR TO THE DATE HEREOF OR FROM OR IN CONNECTION WITH THIS
AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY DOCUMENTATION RELATING TO THE DEPOSIT
AND
84
CASH MANAGEMENT SERVICES OR THE TRANSACTIONS CONTEMPLATED THEREBY.
Section 14.21 Provisions Related to Canadian Loans.
(a) Income Tax Act (Canada). Neither the Canadian Administrative Agent nor
any Canadian Lender is a non-resident of Canada for purposes of the ITA.
(b) Interest Act (Canada). Whenever interest is calculated on the basis of
a year of 360 or 365 days, for the purposes of the Interest Act (Canada), the
yearly rate of interest which is equivalent to the rate payable hereunder is the
rate payable multiplied by the actual number of days in the year and divided by
360 or 365, as the case may be. All interest will be calculated using the
nominal rate method and not the effective rate method and the deemed
reinvestment principle shall not apply to such calculations.
(c) Judgment Currency. The obligation of the Canadian Borrower to make
payments on any Obligation to the