ACTION BY THE
ADMINISTRATIVE AGENT OR SUCH BANK (WHICH APPROVAL SHALL NOT BE UNREASONABLY
WITHHELD), OUTSIDE OF THE ORDINARY COURSE OF ITS BUSINESS.
EACH OF THE
ADMINISTRATIVE AGENT AND THE BANKS ACKNOWLEDGES THAT (A) IT HAS NO INTEREST OR
RIGHT IN ANY LOGO OR OTHER DISTINCTIVE SYMBOL ASSOCIATED WITH THE BORROWER, ITS
SUBSIDIARIES OR THE GUARANTOR, EXCEPT FOR THE LIMITED RIGHT TO USE AS EXPRESSLY
PERMITTED BY THE PRECEDING SENTENCE, AND NO OTHER RIGHTS OF ANY KIND ARE GRANTED
HEREUNDER, BY IMPLICATION OR OTHERWISE, AND (B) THE BORROWER, SUCH SUBSIDIARY OR
THE GUARANTOR, AS APPLICABLE, IS THE SOLE AND EXCLUSIVE OWNER OF ALL RIGHT,
TITLE AND INTEREST IN SUCH LOGO OR OTHER DISTINCTIVE SYMBOL ASSOCIATED WITH THE
BORROWER, ITS SUBSIDIARIES OR THE GUARANTOR.
SECTION 10.13.BINDING EFFECT.
THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO
THE BENEFIT OF THE BORROWER, THE GUARANTOR, THE ADMINISTRATIVE AGENT, EACH BANK
AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, EXCEPT THAT THE BORROWER AND THE
GUARANTOR SHALL NOT HAVE THE RIGHT TO ASSIGN ANY OF THEIR RESPECTIVE RIGHTS
HEREUNDER OR ANY INTEREST HEREIN WITHOUT THE PRIOR WRITTEN CONSENT OF THE BANKS.
SECTION 10.14.ENTIRE AGREEMENT.
PURSUANT TO SECTION 26.02 OF THE TEXAS BUSINESS
AND COMMERCE CODE, A LOAN AGREEMENT IN WHICH THE AMOUNT INVOLVED IN THE LOAN
AGREEMENT EXCEEDS $50,000 IN VALUE IS NOT ENFORCEABLE UNLESS THE LOAN AGREEMENT
IS IN WRITING AND SIGNED BY THE PARTY TO BE BOUND OR THAT PARTY'S AUTHORIZED
REPRESENTATIVE.
THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO AN AGREEMENT SUBJECT TO THE
PRECEDING PARAGRAPH SHALL BE DETERMINED SOLELY FROM THE WRITTEN LOAN AGREEMENT,
AND ANY PRIOR ORAL AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED
INTO THE LOAN AGREEMENT.
THIS WRITTEN AGREEMENT AND THE CREDIT DOCUMENTS, AS
DEFINED IN THIS AGREEMENT, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN
THE PARTIES.
IN CASE OF A CONFLICT BETWEEN THE COMMITMENT LETTER DATED AS OF
DECEMBER 12, 2008, BETWEEN EACH OF THE INITIAL LENDERS AND ARRANGERS
60
NAMED THEREIN AND THE BORROWER, AND THIS AGREEMENT, THIS AGREEMENT SHALL
CONTROL.
SECTION 10.15.USA PATRIOT ACT.
EACH BANK HEREBY NOTIFIES THE BORROWER THAT,
PURSUANT TO THE REQUIREMENTS OF THE PATRIOT ACT, IT IS REQUIRED TO OBTAIN,
VERIFY AND RECORD INFORMATION THAT IDENTIFIES THE BORROWER, WHICH INFORMATION
INCLUDES THE NAME AND ADDRESS OF THE BORROWER AND OTHER INFORMATION THAT WILL
ALLOW SUCH BANK TO IDENTIFY THE BORROWER IN ACCORDANCE WITH THE PATRIOT ACT.
SECTION 10.16.NO FIDUCIARY RELATIONSHIP.
EACH OF THE BORROWER AND THE
GUARANTOR, ON BEHALF OF ITSELF AND ITS SUBSIDIARIES, AGREES THAT IN CONNECTION
WITH ALL ASPECTS OF THE TRANSACTIONS CONTEMPLATED HEREBY AND ANY COMMUNICATIONS
IN CONNECTION THEREWITH, THE BORROWER, THE GUARANTOR, THE OTHER SUBSIDIARIES AND
THEIR AFFILIATES, ON THE ONE HAND, AND THE ADMINISTRATIVE AGENT, THE BANKS AND
THEIR AFFILIATES, ON THE OTHER HAND, WILL HAVE A BUSINESS RELATIONSHIP THAT DOES
NOT CREATE, BY IMPLICATION OR OTHERWISE, ANY FIDUCIARY DUTY