to maintain the confidentiality of Information as provided in
this Section shall be considered to have complied with its obligation to do so
if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential information.
31
Section 11.17.
Waiver of Trial By
Jury.
BORROWER, LENDER REPRESENTATIVE AND EACH LENDER (BY ITS ACCEPTANCE
HEREOF) HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY
RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED ON
CONTRACT, TORT, OR OTHERWISE) AMONG BORROWER, LENDER REPRESENTATIVE AND LENDERS,
OR ANY OF THEM, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE
OTHER LOAN DOCUMENTS. THIS PROVISION IS A MATERIAL INDUCEMENT TO LENDERS TO
PROVIDE THE FINANCING EVIDENCED BY THIS AGREEMENT AND THE LOAN DOCUMENTS.
Section 11.18.
ENTIRE AGREEMENT.
THIS AGREEMENT,
THE NOTES AND THE OTHER LOAN DOCUMENTS REFERRED TO HEREIN EMBODY THE FINAL,
ENTIRE AGREEMENT AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER
HEREOF AND THEREOF AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS,
REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE
SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS
OF THE PARTIES HERETO.
THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO.
Section 11.19 Prohibition on Participations.
No Lender may at any time sell or
transfer any interests in its Note or the Loan Documents or the indebtedness
evidenced thereby (including, without limitation, any participation interests)
to any purchaser, whether or not related to such Lender, without the prior
written consent of Lender Representative.
[Remainder of Page Intentionally Left Blank]
32
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the day and year first above written.
BORROWER:
Address for
Notices:
REMOTE
KNOWLEDGE, INC.
3657 Briarpark Drive, Suite 100
Houston,
Texas
77042
By:
Randy S. Bayne
President
[Signature Page to Credit Agreement]
LENDER REPRESENTATIVE:
MURAGAI LLC, as lender representative,
a Delaware limited liability company
By:
Ricardo A. Gijon
Chief Financial Officer
LENDER:
Commitment Amount: $740,000
MURAGAI LLC,
Commitment Percentage:
18.49%
a Delaware
limited liability company
Address for
Notices:
By:
7941 Katy Freeway, No.
529
Ricardo A. Gijon
Houston
Texas
77024
Chief
Financial Officer
[Signature Page to Credit Agreement]
LENDER:
Commitment Amount: $1,750,000
Commitment Percentage:
43.75%
____________________________________
James R. Crane - Separate Property
Address for Notices:
4409 Montrose, Suite 200
Houston, Texas
77006
[Signature Page to Credit Agreement]
LENDER:
Commitment Amount: $250,000
THE HAYS
GROUP, INC. D/B/A
Commitment Percentage:
6.25%
THE HAYS
COMPANIES,
a Minnesota corporation
Address for
Notices:
By:
James C. Hays, President and
The Hays Group, Inc.
d/b/a
Chief
Executive Officer
The Hays Companies
IDS Center, Suite 700
80 South Eighth Street
Minneapolis, MN
55402
[Signature Page to Credit Agreement]
LENDER:
Commitment Amount: $250,000
Commitment Percentage:
6.25%
____________________________________
Walter J. Lack
Address for Notices:
Engstrom, Lipscomb & Lack
10100 Santa Monica Blvd., 16th Floor