CERTIFIED MAIL, POSTAGE PREPAID, TO
ITS ADDRESS SPECIFIED IN SECTION 11.02 HEREOF OR IN ANY OTHER MANNER PERMITTED
BY LAW.
SECTION 11.12
JURY TRIAL WAIVER.
THE BORROWER, FOR ITSELF AND FOR EACH
SUBSIDIARY AND GUARANTOR, THE AGENT, EACH ISSUER AND EACH LENDER HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY LAW, TRIAL BY JURY IN ANY ACTION, PROCEEDING,
CLAIM OR COUNTERCLAIM, WHETHER IN CONTRACT OR TORT, AT LAW OR IN EQUITY, ARISING
OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE LOAN DOCUMENTS.
NO
OFFICER OF ANY LENDER OR OF THE AGENT OR ANY ISSUER HAS AUTHORITY TO WAIVE,
CONDITION, OR MODIFY THIS PROVISION.
SECTION 11.13
GOVERNMENTAL REGULATION.
ANYTHING CONTAINED IN THIS AGREEMENT TO
THE CONTRARY NOTWITHSTANDING, NO LENDER SHALL BE OBLIGATED TO EXTEND CREDIT TO
THE BORROWER IN VIOLATION OF ANY LIMITATION OR PROHIBITION PROVIDED BY ANY
APPLICABLE STATUTE OR REGULATION.
SECTION 11.14
NO FIDUCIARY DUTY.
THE RELATIONSHIP BETWEEN THE BORROWER AND THE
LENDERS AND THE AGENT SHALL BE SOLELY THAT OF BORROWER AND LENDER.
NEITHER THE
AGENT NOR ANY LENDER SHALL HAVE ANY FIDUCIARY RESPONSIBILITIES TO THE BORROWER.
NEITHER THE AGENT NOR ANY LENDER UNDERTAKES ANY RESPONSIBILITY TO THE BORROWER
TO REVIEW OR INFORM THE BORROWER OF ANY MATTER IN CONNECTION WITH ANY PHASE OF
THE BORROWER'S BUSINESS OR OPERATIONS.
SECTION 11.15
CONFIDENTIALITY.
EACH LENDER AGREES TO HOLD ANY CONFIDENTIAL
INFORMATION WHICH IT MAY RECEIVE FROM THE BORROWER PURSUANT TO THIS AGREEMENT IN
CONFIDENCE,
73
EXCEPT FOR DISCLOSURE (I) TO OTHER LENDERS AND THEIR RESPECTIVE AFFILIATES, (II)
TO LEGAL COUNSEL, ACCOUNTANTS, AND OTHER PROFESSIONAL ADVISORS TO THAT LENDER OR
TO A TRANSFEREE, (III) TO REGULATORY OFFICIALS, (IV) TO ANY PERSON AS REQUESTED
PURSUANT TO OR AS REQUIRED BY LAW, REGULATION, OR LEGAL PROCESS, (V) TO ANY
PERSON IN CONNECTION WITH ANY LEGAL PROCEEDING TO WHICH THAT LENDER IS A PARTY,
AND (VI) PERMITTED BY SECTION 12.04.
SECTION 11.16
USA PATRIOT ACT NOTIFICATION.
THE FOLLOWING NOTIFICATION IS
PROVIDED TO THE BORROWER PURSUANT TO SECTION 326 OF THE USA PATRIOT ACT OF 2001,
31 U.S.C. SECTION 5318:
IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT.
To help the
government fight the funding of terrorism and money laundering activities,
Federal law requires all financial institutions to obtain, verify, and record
information that identifies each person or entity that opens an account,
including any deposit account, treasury management account, loan, other
extension of credit, or other financial services product. What this means for
the Borrower:
When the Borrower opens an account, the Agent and the Lenders
will ask for the Borrower's name, tax identification number, business address
and other information that will allow the Agent and the Lenders to identify the
Borrower.
ARTICLE XII
BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS
SECTION 12.01
SUCCESSORS AND ASSIGNS.
THE TERMS AND PROVISIONS OF THE LOAN
DOCUMENTS SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE BORROWER AND THE
AGENT AND THE LENDERS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, EXCEPT THAT
(I) THE BORROWER SHALL NOT HAVE THE RIGHT TO