SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO
ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM.
TO THE EXTENT THAT THE BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY
IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER
THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF
EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, EACH SUCH CREDIT
PARTY HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS
UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
80
SECTION 10.16
Waiver of Jury Trial.
THE AGENT, THE LENDERS AND THE BORROWER
HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF,
UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR
ACTIONS OF THE AGENT, THE LENDERS OR THE BORROWER.
THE BORROWER ACKNOWLEDGES
AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS
PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A
PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE AGENT AND THE
LENDERS ENTERING INTO THIS AGREEMENT AND EACH SUCH OTHER LOAN DOCUMENT.
SECTION 10.17
USA Patriot Act Notice.
Each of the Agent and each Lender hereby notifies the Borrower that pursuant to
the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed
into law on October 26, 2001)) (the "Patriot Act"), each of the Agent and each
Lender is required to obtain, verify and record information that identifies the
Borrower, which information includes the name and address of the Borrower and
other information that will allow the Lender to identify the Borrower in
accordance with the Patriot Act.
*
*
*
81
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective officers thereunto duly authorized as of the day and year
first above written.
NOVAMED, INC.
By
/s/ Scott T. Macomber
Title:
EVP and CFO
NATIONAL CITY BANK,
Individually as a Lender, as Letter of Credit
Issuer and as Agent
By
/s/ James Kershner
Title:
Vice President
BANK OF AMERICA, N.A., Individually as a
Lender
By
/s/ Sophia Taylor
Title:
Senior Vice President
TD BANKNORTH, Individually as a
Lender
By
/s/ Linda Fournier
Title: CLO
SIEMENS FINANCIAL SERVICES, INC.,
Individually as a Lender
By
/s/ Carol Walters
Title:
Vice President - Documentation
FIRSTMERIT BANK, N.A., Individually as a
Lender
By
/s/ Robert G. Morlan
Title:
Senior Vice President
82
Schedules and Exhibits*
SCHEDULE 1
--
Agreed EBITDA Formula
SCHEDULE 6.3
--
Approvals
SCHEDULE 6.8
--
Subsidiaries
SCHEDULE 6.10
--
Tax Matters
SCHEDULE 6.17
--
Existing Indebtedness
SCHEDULE 6.22
--
Insurance
SCHEDULE 6.21
--
Licensing and Accreditation
SCHEDULE 6.28
--
Capitalization
SCHEDULE 7.1.4
--
Insurance
SCHEDULE 7.2.3
--
Existing Liens
SCHEDULE 7.2.5(a)
--
Existing Investments
SCHEDULE