THIS AGREEMENT EMBODIES THE ENTIRE AGREEMENT
AND UNDERSTANDING AMONG THE COMPANY, THE AGENT AND THE LENDERS RELATING TO THE
SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR PROPOSALS, AGREEMENTS AND
UNDERSTANDINGS RELATING TO THE SUBJECT MATTER HEREOF.
THE
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COMPANY CERTIFIES THAT IT IS RELYING ON NO REPRESENTATION, WARRANTY, COVENANT OR
AGREEMENT EXCEPT FOR THOSE SET FORTH IN THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS OF EVEN DATE HEREWITH.
SECTION 9.14
SEVERABILITY.
IF ANY PROVISION OF ANY LOAN DOCUMENTS SHALL BE
INVALID, ILLEGAL OR UNENFORCEABLE IN ANY RESPECT UNDER ANY APPLICABLE LAW, THE
VALIDITY, LEGALITY AND ENFORCEABILITY OF THE REMAINING PROVISIONS SHALL NOT BE
AFFECTED OR IMPAIRED THEREBY.
SECTION 9.15
DISCLOSURES.
EVERY REFERENCE IN THE LOAN DOCUMENTS TO DISCLOSURES
OF THE COMPANY TO THE AGENT AND THE LENDERS IN WRITING, TO THE EXTENT THAT SUCH
REFERENCES REFER TO DISCLOSURES AT OR PRIOR TO THE EXECUTION OF THIS AGREEMENT,
SHALL BE DEEMED STRICTLY TO REFER ONLY TO WRITTEN DISCLOSURES DELIVERED TO THE
AGENT AND THE LENDERS IN AN ORDERLY MANNER CONCURRENTLY WITH THE EXECUTION
HEREOF.
SECTION 9.16
CAPITAL ADEQUACY.
(A)
IF AFTER THE DATE OF THIS AGREEMENT, ANY ISSUER OR LENDER SHALL
HAVE DETERMINED THAT THE ADOPTION OR EFFECTIVENESS (REGARDLESS OF WHETHER
PREVIOUSLY ANNOUNCED) OF ANY APPLICABLE LEGAL REQUIREMENT OR TREATY REGARDING
CAPITAL ADEQUACY, OR ANY CHANGE THEREIN, OR ANY CHANGE IN THE INTERPRETATION OR
ADMINISTRATION THEREOF BY ANY GOVERNMENTAL AUTHORITY OR COMPARABLE AGENCY
CHARGED WITH THE INTERPRETATION OR ADMINISTRATION THEREOF, OR COMPLIANCE BY ANY
ISSUER OR LENDER WITH ANY REQUEST OR DIRECTIVE REGARDING CAPITAL ADEQUACY
(WHETHER OR NOT HAVING THE FORCE OF LAW) OF ANY SUCH GOVERNMENTAL AUTHORITY, HAS
OR WOULD HAVE THE EFFECT OF INCREASING THE COST OF, OR REDUCING THE RATE OF
RETURN ON THE CAPITAL OF SUCH ISSUER OR LENDER (OR ANY HOLDING COMPANY OF WHICH
SUCH ISSUER OR LENDER IS A PART) AS A CONSEQUENCE OF ITS OBLIGATIONS HEREUNDER
OR UNDER ANY LETTER OF CREDIT OR ITS NOTE TO A LEVEL BELOW THAT WHICH SUCH
ISSUER, LENDER OR HOLDING COMPANY COULD HAVE ACHIEVED BUT FOR SUCH ADOPTION,
CHANGE OR COMPLIANCE BY AN AMOUNT DEEMED BY SUCH ISSUER OR LENDER TO BE
MATERIAL, THEN FROM TIME TO TIME, UPON WRITTEN DEMAND TO THE COMPANY BY SUCH
ISSUER OR LENDER (WITH A COPY TO THE AGENT), THE COMPANY SHALL PAY TO SUCH
ISSUER OR LENDER, BUT ONLY WITH RESPECT TO PERIODS ARISING AFTER SUCH DEMAND BY
SUCH ISSUER OR LENDER AND APPLICABLE PERIODS PRIOR TO SUCH DEMAND BY SUCH ISSUER
OR LENDER IF SUCH ADOPTION, CHANGE OR COMPLIANCE IS RETROACTIVE IN APPLICATION,
SUCH ADDITIONAL AMOUNT OR AMOUNTS AS WILL COMPENSATE SUCH ISSUER, LENDER OR
HOLDING COMPANY FOR SUCH REDUCTION.
(B)
THE CERTIFICATE OF ANY LENDER SETTING FORTH SUCH AMOUNT OR AMOUNTS
AS SHALL BE NECESSARY TO COMPENSATE SUCH LENDER OR ITS HOLDING COMPANY AS
SPECIFIED IN SUBSECTION 9.15(A) ABOVE (AND SETTING FORTH THE CALCULATION THEREOF
IN REASONABLE DETAIL) SHALL BE DELIVERED AS SOON AS PRACTICABLE TO THE COMPANY
AND SHALL BE CONCLUSIVE AND BINDING, ABSENT MANIFEST ERROR.
THE