THE ENTIRE AGREEMENT AND
UNDERSTANDING AMONG THE BORROWER, THE LENDERS AND THE AGENT, AND SUPERSEDES ALL
PRIOR OR CONTEMPORANEOUS AGREEMENTS AND UNDERSTANDINGS OF
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SUCH PERSONS, ORAL OR WRITTEN, RELATING TO THE SUBJECT MATTER HEREOF AND
THEREOF, AND ANY PRIOR ARRANGEMENTS MADE WITH RESPECT TO THE PAYMENT BY THE
BORROWER OF (OR ANY INDEMNIFICATION FOR) ANY FEES, COSTS OR EXPENSES PAYABLE TO
OR INCURRED (OR TO BE INCURRED) BY OR ON BEHALF OF THE AGENT OR THE LENDERS.
THE BORROWER HAS RELIED EXCLUSIVELY ON THE TERMS AND PROVISIONS CONTAINED IN
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS IN ITS EXECUTION AND DELIVERY HEREOF
AND THEREOF AND ENTERING INTO THE TRANSACTIONS WHICH ARE THE SUBJECT HEREOF AND
THEREOF.
EXECUTION OF THIS AGREEMENT BY THE BORROWER CONSTITUTES A FULL,
COMPLETE AND IRREVOCABLE RELEASE OF ANY AND ALL CLAIMS WHICH THE BORROWER MAY
HAVE AT LAW OR IN EQUITY IN RESPECT OF ALL PRIOR DISCUSSIONS AND UNDERSTANDINGS,
ORAL OR WRITTEN, RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS AS OF THE DATE HEREOF.
NEITHER AGENT NOR ANY LENDER SHALL BE
LIABLE TO THE BORROWER OR ANY OTHER PERSON ON ANY THEORY OF LIABILITY FOR ANY
SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES.
9.21
PATRIOT ACT.
EACH LENDER THAT IS SUBJECT TO THE
PATRIOT ACT HEREBY NOTIFIES BORROWER THAT PURSUANT TO THE REQUIREMENTS OF THE
PATRIOT ACT, IT IS REQUIRED TO OBTAIN, VERIFY AND RECORD INFORMATION THAT
IDENTIFIES BORROWER, WHICH INFORMATION INCLUDES THE NAME AND ADDRESS OF BORROWER
AND OTHER INFORMATION THAT WILL ALLOW SUCH LENDER TO IDENTIFY BORROWER IN
ACCORDANCE WITH THE PATRIOT ACT.
9.22
REPLACEMENT OF LENDER.
WITHIN FORTY-FIVE DAYS
AFTER: (I) RECEIPT BY THE BORROWER OF WRITTEN NOTICE AND DEMAND FROM ANY LENDER
(AN "AFFECTED LENDER") FOR PAYMENT OF ADDITIONAL COSTS AS PROVIDED IN SECTIONS
10.1, 10.3 AND/OR 10.6; (II) ANY DEFAULT BY A LENDER IN ITS OBLIGATION TO MAKE
LOANS HEREUNDER AFTER ALL CONDITIONS THERETO HAVE BEEN SATISFIED, PROVIDED SUCH
DEFAULT SHALL NOT HAVE BEEN CURED; OR (III) ANY FAILURE BY ANY LENDER TO CONSENT
TO A REQUESTED AMENDMENT, WAIVER OR MODIFICATION TO ANY LOAN DOCUMENT IN WHICH
REQUIRED LENDERS HAVE ALREADY CONSENTED TO SUCH AMENDMENT, WAIVER OR
MODIFICATION BUT THE CONSENT OF EACH LENDER (OR EACH LENDER HAVING REVOLVING
LOANS, TERM LOANS OR CAPEX LOANS, OR EACH LENDER DIRECTLY AFFECTED THEREBY, AS
APPLICABLE) IS REQUIRED WITH RESPECT THERETO, THE BORROWER MAY, AT ITS OPTION,
NOTIFY THE AGENT AND SUCH AFFECTED LENDER (OR SUCH DEFAULTING OR NON-CONSENTING
LENDER, AS THE CASE MAY BE) OF THE BORROWER'S INTENTION TO OBTAIN, AT THE
BORROWER'S EXPENSE, A REPLACEMENT LENDER ("REPLACEMENT LENDER") FOR SUCH
AFFECTED LENDER (OR SUCH DEFAULTING OR NON-CONSENTING LENDER, AS THE CASE MAY
BE), WHICH REPLACEMENT LENDER SHALL BE REASONABLY SATISFACTORY TO THE AGENT.
IN
THE EVENT THE BORROWER OBTAINS A REPLACEMENT LENDER WITHIN FORTY-FIVE (45) DAYS
FOLLOWING NOTICE OF ITS INTENTION TO DO SO, THE AFFECTED LENDER (OR DEFAULTING
OR NON-CONSENTING LENDER, AS THE CASE MAY BE) SHALL SELL AND ASSIGN ITS LOANS
AND COMMITMENTS