DOCUMENTS, (IV) THE
CREDIT PARTIES AND THEIR RESPECTIVE AFFILIATES MAY BE ENGAGED IN A BROAD RANGE
OF TRANSACTIONS THAT INVOLVE INTERESTS THAT DIFFER FROM THOSE OF THE LOAN
PARTIES AND THEIR RESPECTIVE AFFILIATES, AND NONE OF THE CREDIT PARTIES HAS ANY
OBLIGATION TO DISCLOSE ANY OF SUCH INTERESTS BY VIRTUE OF ANY ADVISORY, AGENCY
OR FIDUCIARY RELATIONSHIP AND (V) THE CREDIT PARTIES HAVE NOT PROVIDED ANY
LEGAL, ACCOUNTING, REGULATORY OR TAX ADVICE WITH RESPECT TO ANY OF THE
TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING ANY AMENDMENT, WAIVER OR OTHER
MODIFICATION HEREOF OR OF ANY OTHER LOAN DOCUMENT) AND EACH OF THE LOAN PARTIES
HAS CONSULTED ITS OWN LEGAL, ACCOUNTING, REGULATORY AND TAX ADVISORS TO THE
EXTENT IT HAS DEEMED APPROPRIATE.
SECTION 10.16.
USA PATRIOT ACT NOTICE.
EACH LENDER THAT IS SUBJECT TO THE
PATRIOT ACT AND THE ADMINISTRATIVE AGENT (FOR ITSELF AND NOT ON BEHALF OF ANY
LENDER) HEREBY NOTIFIES THE LOAN PARTIES THAT PURSUANT TO THE REQUIREMENTS OF
THE PATRIOT ACT, IT IS REQUIRED TO OBTAIN, VERIFY AND RECORD INFORMATION THAT
IDENTIFIES EACH LOAN PARTY, WHICH INFORMATION INCLUDES THE NAME AND ADDRESS OF
EACH LOAN PARTY AND OTHER INFORMATION THAT WILL ALLOW SUCH LENDER OR THE
ADMINISTRATIVE AGENT, AS APPLICABLE, TO IDENTIFY EACH LOAN PARTY IN ACCORDANCE
WITH THE PATRIOT ACT.
SECTION 10.17.
NO STRICT CONSTRUCTION.
THE PARTIES HERETO HAVE PARTICIPATED
JOINTLY IN THE NEGOTIATION AND DRAFTING OF THIS AGREEMENT. IN THE EVENT AN
AMBIGUITY OR QUESTION OF INTENT OR INTERPRETATION ARISES, THIS AGREEMENT SHALL
BE CONSTRUED AS IF DRAFTED JOINTLY BY THE PARTIES HERETO AND NO PRESUMPTION OR
BURDEN OF PROOF SHALL ARISE FAVORING OR DISFAVORING ANY PARTY BY VIRTUE OF THE
AUTHORSHIP OF ANY PROVISIONS OF THIS AGREEMENT.
SECTION 10.18.
ATTACHMENTS.
THE EXHIBITS AND SCHEDULES ATTACHED TO THIS
AGREEMENT ARE INCORPORATED HEREIN AND SHALL BE CONSIDERED A PART OF THIS
AGREEMENT FOR THE PURPOSES STATED HEREIN, EXCEPT THAT IN THE EVENT OF ANY
CONFLICT BETWEEN ANY OF THE PROVISIONS OF SUCH EXHIBITS AND THE PROVISIONS OF
THIS AGREEMENT, THE PROVISIONS OF THIS AGREEMENT SHALL PREVAIL.
SECTION 10.19.
CONFLICT OF TERMS.
EXCEPT AS OTHERWISE PROVIDED IN THIS
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS BY SPECIFIC REFERENCE TO THE
APPLICABLE PROVISIONS OF THIS AGREEMENT, IF ANY PROVISION CONTAINED IN THIS
AGREEMENT CONFLICTS WITH ANY PROVISION IN ANY OF THE OTHER LOAN DOCUMENTS, THE
PROVISION CONTAINED IN THIS AGREEMENT SHALL GOVERN AND CONTROL. UNLESS OTHERWISE
DEFINED THEREIN, ALL CAPITALIZED TERMS CONTAINED IN ANY EXHIBIT OR SCHEDULE
ATTACHED TO THIS AGREEMENT SHALL HAVE THE MEANINGS ASSIGNED TO SUCH TERMS IN
THIS AGREEMENT
SECTION 10.20.
HEADINGS.
ARTICLE AND SECTION HEADINGS AND THE TABLE OF
CONTENTS USED HEREIN ARE FOR CONVENIENCE OF REFERENCE ONLY, ARE NOT PART OF THIS
AGREEMENT AND SHALL NOT AFFECT THE CONSTRUCTION OF, OR BE TAKEN INTO
CONSIDERATION IN INTERPRETING, THIS AGREEMENT.
81
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.
ZALE CORPORATION, as Borrower,
by
/s/ Matthew