OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PERSON HAS
80
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION.
10.16 USA PATRIOT Act Notice. Each Lender that is subject to the Act (as
hereinafter defined) and Agent (for itself and not on behalf of any Lender)
hereby notifies Borrower that pursuant to the requirements of the USA Patriot
Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the
"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 or Agent, as applicable, to identify
Borrower in accordance with the Act.
10.17 Time of the Essence. Time is of the essence of the Loan Documents.
10.18 Designation as Senior Debt. All Obligations shall be "Designated Senior
Indebtedness" for purposes of and as defined in the Subordinated Note Indenture.
[Remainder of the page intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
REWARDS NETWORK INC.,
as Borrower
By:
/s/
KENNETH R. POSNER
Name:
Kenneth R. Posner
Title:
Senior Vice President, Finance and
Administration, and Chief Financial Officer
BANK OF AMERICA, N.A.,
as Administrative Agent
By:
/s/
DAVID A. JOHANSON
Name:
David A. Johanson
Title:
Vice President BANK OF AMERICA, N.A.,
as a Lender and L/C Issuer
By:
/s/
CHRIS D. BUCKNER
Name:
Chris D. Buckner
Title:
Senior Vice President LASALLE BANK NATIONAL ASSOCIATION,
as a Lender
By:
/s/
MICHAEL PERRY
Name:
Michael Perry
Title:
Vice President
Form of Guaranty