PARTY HEREBY
AUTHORIZES MERRILL LYNCH TO PUBLISH THE NAME OF SUCH LENDER AND CREDIT PARTY,
THE EXISTENCE OF THE FINANCING ARRANGEMENTS REFERENCED UNDER THIS AGREEMENT, THE
PRIMARY PURPOSE AND/OR STRUCTURE OF THOSE ARRANGEMENTS, THE AMOUNT OF CREDIT
EXTENDED UNDER EACH FACILITY, THE TITLE AND ROLE OF EACH PARTY TO THIS
AGREEMENT, AND THE TOTAL AMOUNT OF THE FINANCING EVIDENCED HEREBY IN ANY
"TOMBSTONE", COMPARABLE ADVERTISEMENT OR PRESS RELEASE WHICH MERRILL LYNCH
ELECTS TO SUBMIT FOR PUBLICATION.
IN ADDITION, EACH LENDER AND EACH CREDIT
PARTY AGREES THAT MERRILL LYNCH MAY PROVIDE LENDING INDUSTRY TRADE ORGANIZATIONS
WITH INFORMATION NECESSARY AND CUSTOMARY FOR INCLUSION IN LEAGUE TABLE
MEASUREMENTS AFTER THE CLOSING DATE.
WITH RESPECT TO ANY OF THE FOREGOING,
MERRILL LYNCH SHALL PROVIDE BORROWERS WITH AN OPPORTUNITY TO REVIEW AND CONFER
WITH MERRILL LYNCH REGARDING THE CONTENTS OF ANY SUCH TOMBSTONE, ADVERTISEMENT
OR INFORMATION, AS APPLICABLE, PRIOR TO ITS SUBMISSION FOR PUBLICATION AND,
FOLLOWING SUCH REVIEW PERIOD, MERRILL LYNCH MAY, FROM TIME TO TIME, PUBLISH SUCH
INFORMATION IN ANY MEDIA FORM DESIRED BY MERRILL LYNCH, UNTIL SUCH TIME THAT
BORROWERS SHALL HAVE REQUESTED MERRILL LYNCH CEASE ANY SUCH FURTHER PUBLICATION.
SECTION 11.12
COUNTERPARTS; INTEGRATION.
THIS AGREEMENT AND THE OTHER
FINANCING DOCUMENTS MAY BE SIGNED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH
SHALL BE AN ORIGINAL, WITH THE SAME EFFECT AS IF THE SIGNATURES THERETO AND
HERETO WERE UPON THE SAME INSTRUMENT.
THIS AGREEMENT AND THE OTHER FINANCING
DOCUMENTS CONSTITUTE THE ENTIRE AGREEMENT AND UNDERSTANDING AMONG THE PARTIES
HERETO AND SUPERSEDE ANY AND ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, ORAL OR
WRITTEN, RELATING TO THE SUBJECT MATTER HEREOF.
SECTION 11.13
WAIVER OF CONSEQUENTIAL AND OTHER DAMAGES.
TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BORROWERS SHALL NOT ASSERT, AND
HEREBY WAIVE, ANY CLAIM AGAINST ANY INDEMNITEE, ON ANY THEORY OF LIABILITY, FOR
SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR
ACTUAL DAMAGES) ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF THIS
AGREEMENT, ANY OTHER FINANCING DOCUMENT OR ANY AGREEMENT OR INSTRUMENT
CONTEMPLATED HEREBY OR THEREBY, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY,
ANY LOAN OR LETTER OF CREDIT OR THE USE OF THE PROCEEDS THEREOF.
NO INDEMNITEE
SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY UNINTENDED RECIPIENTS OF
ANY INFORMATION OR OTHER MATERIALS DISTRIBUTED BY IT THROUGH TELECOMMUNICATIONS,
ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS
AGREEMENT OR THE OTHER FINANCING DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY.
SECTION 11.14
NO STRICT CONSTRUCTION.
THE PARTIES HERETO HAVE
PARTICIPATED JOINTLY IN THE NEGOTIATION AND DRAFTING OF THIS AGREEMENT.
IN THE
EVENT AN AMBIGUITY OR QUESTION OF INTENT OR INTERPRETATION ARISES, THIS
AGREEMENT SHALL BE CONSTRUED AS IF DRAFTED JOINTLY BY THE PARTIES HERETO AND NO
PRESUMPTION OR BURDEN OF PROOF SHALL ARISE FAVORING OR DISFAVORING ANY PARTY BY
VIRTUE OF THE AUTHORSHIP OF ANY PROVISIONS OF THIS AGREEMENT.
SECTION 11.15
CERTAIN WAIVERS.
(A)
NATURE OF LIABILITY; KNOWLEDGE, ETC.
EACH OF THE BORROWERS SHALL
BE JOINTLY AND SEVERALLY LIABLE HEREUNDER AND UNDER EACH OF