7.02 shall survive the termination of this Agreement.
SECTION 7.14.
WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY
OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY
HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY 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 BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.
SECTION 7.15.
No Duty.
All attorneys, accountants, appraisers, and other professional Persons and consultants retained by the
Collateral Agent shall have the right to act exclusively in the interest of the Collateral Agent and shall have no duty or
obligation of any type or nature whatsoever to any Obligated Party or any other Person.
SECTION 7.16.
Conflict with other Transaction Documents.
In the event of any conflict between this Agreement and any other
Transaction Document, this Agreement shall control.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.
JPMORGAN CHASE BANK (formerly The Chase Manhattan
Bank), as Collateral Agent
and Revolver Agent
By:
Brian McDougal, Vice President
23
ACXIOM CORPORATION
ACXIOM/MAY & Speh, Inc.
Acxiom RM-Tools, Inc.
ACXIOM ASIA, LTD.
ACXIOM PROPERTY DEVELOPMENT, INC.
ACXIOM / PYRAMID INFORMATION SYSTEMS, INC.
Acxiom SDC, Inc. (who will change its name to Acxiom e-Products, Inc. after the
Effective Date)
ACXIOM CDC, INC.
ACXIOM / DIRECT MEDIA, Inc.
ACXIOM TRANSPORTATION SERVICES, INC.
GIS INformation SYSTEMS, INC.
aCXIOM iNFORMATION sECURITY sERVICES, iNC
ACXIOM INTERIM HOLDINGS, INC.
By:
Dathan A. Gaskill, Authorized Officer of all the foregoing companies
24
INDEX TO SCHEDULES
Schedule 1.01 - Mortgaged Property
Schedule 7.07 - Address for Notice
SCHEDULE 1.01
TO
ACXIOM CORPORATION
AMENDED AND RESTATED INTERCREDITOR AGREEMENT
Mortgaged Property
1.
Real property owned by Borrower located in Maricopa County, Arizona, excluding real property encumbered by the Synthetic
Real Estate Lease.
2.
67.990 acres (more or less), and facilities located thereon, at 301 Industrial Boulevard, Conway, Arkansas 72032, excluding
(i) office building OB-4 which is encumbered by a separate mortgage with Regions Bank and (ii) office building ASB 1 which
is unencumbered
SCHEDULE 7.07
TO
ACXIOM CORPORATION
AMENDED AND RESTATED INTERCREDITOR AGREEMENT
Address for Notice
JPMORGAN CHASE BANK
2200 Ross Avenue
P. O. Box 660197
Dallas, TX
75266-0197
Attention:
Michael J. Lister
Telephone No.:
214/965-2891
Telecopy No.:
214/965-2044
ACXIOM CORPORATION and other Obligated Parties
No. 1 Information Way
Little Rock, AR
72202
Attention:
Dathan Gaskill
Telephone No.:
501/252-1350
Telecopy No.:
501/342-3919
EXHIBIT E
TO
ACXIOM CORPORATION
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Form of Covenant Change Notice
[date]
Covenant Change Notice
JPMorgan Chase