9.14.
9.15.
WAIVER OF SPECIAL DAMAGES.
EXCEPT AS PROHIBITED BY
LAW, THE BORROWER HEREBY WAIVES ANY RIGHTS WHICH IT MAY HAVE TO CLAIM OR RECOVER
IN ANY LITIGATION WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE
IN CONNECTION WITH THE LOAN DOCUMENTS OR OTHER SECURITY DOCUMENTS, INCLUDING
WITHOUT LIMITATION THIS AGREEMENT AND THE NOTES AND ANY AMENDMENTS THEREOF, ANY
SPECIAL EXEMPLARY OR PUNITIVE DAMAGES.
THE BORROWER (A) CERTIFIES THAT NO BANK,
ADMINISTRATIVE AGENT OR REPRESENTATIVE, ADMINISTRATIVE AGENT OR ATTORNEY THEREOF
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH ENTITY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (B) ACKNOWLEDGES
THAT, IN ENTERING INTO THIS AGREEMENT, THE BANKS AND THE ADMINISTRATIVE AGENTS
ARE RELYING UPON, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED
IN THIS SECTION 9.15.
9.16.
ENTIRE AGREEMENT.
THIS AGREEMENT, THE NOTES, THE
OTHER SECURITY DOCUMENTS AND THE OTHER DOCUMENTS AND AGREEMENTS EXECUTED IN
CONNECTION HEREWITH CONSTITUTE THE FINAL
72
AGREEMENT OF THE PARTIES HERETO AND SUPERSEDE ANY PRIOR AGREEMENT OR
UNDERSTANDING, WRITTEN OR ORAL, WITH RESPECT TO THE MATTERS CONTAINED HEREIN AND
THEREIN.
9.17.
REPLACEMENT OF PROMISSORY NOTES, ETC.
UPON RECEIPT
OF AN AFFIDAVIT OF AN OFFICER OF ANY BANK AS TO THE LOSS, THEFT, DESTRUCTION OR
MUTILATION OF ONE OR MORE OF THE NOTES PAYABLE TO SUCH BANK, OR UPON RECEIPT OF
AN AFFIDAVIT OF AN OFFICER OF THE ADMINISTRATIVE AGENT AS TO THE LOSS, THEFT,
DESTRUCTION OR MUTILATION OF ANY OTHER LOAN DOCUMENT WHICH IS NOT OF PUBLIC
RECORD, AND, IN THE CASE OF ANY SUCH LOSS, THEFT, DESTRUCTION OR MUTILATION,
UPON CANCELLATION OF SUCH NOTE OR LOAN DOCUMENT, THE BORROWER WILL ISSUE, IN
LIEN THEREOF, A REPLACEMENT NOTE OR OTHER LOAN DOCUMENT CONTAINING THE SAME
TERMS AND CONDITIONS.
73
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized officers as of the day and year first above written.
The Borrower:
MAC-GRAY CORPORATION
By:
Name:
Stewart Gray MacDonald, Jr.
Title:
Chairman and Chief Executive Officer
MAC-GRAY SERVICES, INC.
By:
Name:
Michael J. Shea
Title:
Treasurer
INTIRION CORPORATION
By:
Name:
Michael J. Shea
Title:
Treasurer
The Administrative Agent:
CITIZENS BANK OF MASSACHUSETTS
By:
Name:
Michael St. Jean
Title:
Vice President
74
The Documentation Agent:
KEYBANK, N.A.
By:
Name:
Title:
The Syndication Agent:
BANKNORTH, N.A.
By:
Name:
Title:
75
The Banks:
CITIZENS BANK OF MASSACHUSETTS
By:
Name:
Michael St. Jean
Title:
Vice President
BANKNORTH, N.A.
By:
Name:
Jeffrey R. Westling
Title:
Senior Vice President
CAMBRIDGE SAVINGS BANK
By:
Name:
Peter M. Sherwood
Title:
Senior Vice President
EASTERN BANK
By:
Name:
Joseph V. Leary
Title:
Vice President
KEYBANK, N.A.
By:
Name:
Mitchell B. Feldman
Title:
Senior Vice President
HSBC BANK USA
By:
Name:
Patrick J. Doulin
Title:
Senior Vice President
76
SCHEDULE 1
Commitment and Commitment Percentages
1.
Bank
Revolving
Credit
Commitment
Percentage
Citizens Bank of Massachusetts
28 State Street
Boston, MA 02109
$
17,625,000
29.375
%
BankNorth, N.A.
7 New England Executive Park
Burlington, MA 01803
$