BORROWING DATE HEREUNDER TO THE EXTENT REQUIRED
TO MAKE THE INFORMATION CONTAINED THEREIN CORRECT AS OF SUCH BORROWING DATE
(PROVIDED, THAT SUCH UPDATING SHALL NOT CURE ANY PRIOR MISREPRESENTATION OR BE
DEEMED A WAIVER OF ANY BREACH OF THIS AGREEMENT WHICH MAY HAVE OCCURRED IN
RESPECT OF THE REPRESENTATIONS AND WARRANTIES MADE ON THE DATE HEREOF OR ANY
BORROWING DATE PRIOR TO SUCH UPDATE) AND UPON SUCH UPDATING, SUBJECT TO THE
FOREGOING, EACH APPLICABLE SCHEDULE SHALL BE DEEMED APPROPRIATELY AMENDED
WITHOUT THE NEED FOR ANY FURTHER ACTION.
NO AMENDMENT OR MODIFICATION AFFECTING
THE ROLE OF ANY AGENT OR AGENTS SHALL BE EFFECTIVE UNLESS IT HAS BEEN APPROVED
IN WRITING BY SUCH AGENT OR AGENTS, AS APPLICABLE. IN THE EVENT THERE EXISTS ONE
(1) DISSENTING BANK IN ANY VOTE THAT WOULD REQUIRE UNANIMITY (THE "DISSENTING
BANK"), THE BORROWER SHALL HAVE THE RIGHT TO PREPAY THE OUTSTANDING PRINCIPAL,
AND INTEREST AND FEES THEN ACCRUED AND UNPAID, AND AMOUNTS OWED UNDER SECTION
2.19 (CALCULATED WITH RESPECT TO THE LOANS MADE BY THE DISSENTING BANK. AT SUCH
TIME AS THE PREPAYMENT IS MADE, THE DISSENTING BANK SHALL CEASE TO BE A BANK FOR
PURPOSES OF THIS
AGREEMENT AND THE AGGREGATE REVOLVING
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LOAN COMMITMENT SHALL BE ADJUSTED ACCORDINGLY TO REFLECT (I) THE REMOVAL OF THE
DISSENTING BANK'S COMMITMENT AND, IF APPLICABLE, (II) THE INCREASE BY A BANK OR
BANKS OF THEIR COMMITMENTS OR THE ADDITIONAL OF A NEW BANK AS A BANK UNDER THIS
AGREEMENT AND (III) THE BORROWER'S INDEMNIFICATION OBLIGATION WITH RESPECT TO
SUCH REMOVED DISSENTING BANK SHALL CONTINUE.
(B)
THIS AGREEMENT EMBODIES THE ENTIRE AGREEMENT AND UNDERSTANDING
AMONG THE AGENTS, THE BANKS AND THE BORROWER AND SUPERSEDES ALL PRIOR AGREEMENTS
AND UNDERSTANDINGS RELATING TO THE SUBJECT MATTER HEREOF.
SECTION 11.06.
REMEDIES CUMULATIVE.
EACH AND EVERY RIGHT GRANTED TO THE
AGENTS AND THE BANKS HEREUNDER OR UNDER ANY OTHER DOCUMENT DELIVERED HEREUNDER
OR IN CONNECTION HEREWITH, OR ALLOWED IT BY LAW OR EQUITY, SHALL BE CUMULATIVE
AND MAY BE EXERCISED FROM TIME TO TIME.
NO FAILURE ON THE PART OF ANY AGENT OR
THE BANKS TO EXERCISE, AND NO DELAY IN EXERCISING, ANY RIGHT SHALL OPERATE AS A
WAIVER THEREOF, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY RIGHT PRECLUDE
ANY OTHER OR FUTURE EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT.
SECTION 11.07.
FURTHER ASSURANCES.
AT ANY TIME AND FROM TIME TO TIME,
UPON THE REASONABLE REQUEST OF THE ADMINISTRATIVE AGENT, THE BORROWER SHALL, AT
ITS EXPENSE, EXECUTE, DELIVER AND ACKNOWLEDGE OR CAUSE TO BE EXECUTED, DELIVERED
AND ACKNOWLEDGED, SUCH FURTHER DOCUMENTS AND INSTRUMENTS, INCLUDING, WITHOUT
LIMITATION, COLLATERAL ASSIGNMENTS OF SOFTWARE RIGHTS AND LIEN SEARCHES
REQUESTED FROM TIME TO TIME TO CONFIRM THE SECURITY AGENT'S LIEN ON THE
COLLATERAL, AND DO SUCH OTHER ACTS AND THINGS AS THE ADMINISTRATIVE AGENT MAY
REASONABLY REQUEST IN ORDER TO FULLY EFFECT THE PURPOSES OF THE LOAN DOCUMENTS.
SECTION 11.08.
USA PATRIOT ACT NOTICE.
EACH BANK AND THE ADMINISTRATIVE
AGENT (FOR ITSELF AND NOT ON BEHALF OF ANY BANK) HEREBY NOTIFIES THE BORROWER