Loan Documents; and (iii) the Administrative Agent and
the Arranger and their respective Affiliates may be engaged in a broad range of
transactions that involve interests that differ from those of the Borrower, the
other Loan Parties and their respective Affiliates, and neither the
Administrative Agent nor the Arranger has any obligation to disclose any of such
interests to the Borrower, the other Loan Parties or any of their respective
Affiliates.
11.17. Electronic Execution of Assignments and Certain Other Documents. The
words "execution," "signed," "signature," and words of like import in any
Assignment and Assumption or in any amendment or other modification hereof
(including waivers and consents) shall be deemed to include electronic
signatures or the keeping of records in electronic form, each of which shall be
of the same legal effect, validity or enforceability as a manually executed
signature or the use of a paper-based recordkeeping system, as the case may be,
to the extent and as provided for in any applicable law, including the Federal
Electronic Signatures in Global and
101
National Commerce Act, the New York State Electronic Signatures and Records Act,
or any other similar state laws based on the Uniform Electronic Transactions
Act.
11.18. USA PATRIOT ACT. EACH LENDER THAT IS SUBJECT TO THE ACT (AS
HEREINAFTER DEFINED) AND THE ADMINISTRATIVE AGENT (FOR ITSELF AND NOT ON BEHALF
OF ANY LENDER) HEREBY NOTIFIES THE BORROWER THAT PURSUANT TO THE REQUIREMENTS OF
THE USA PATRIOT ACT (TITLE III OF PUB. L. 107-56 (SIGNED INTO LAW OCTOBER 26,
2001)) (THE "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 ACT. THE BORROWER SHALL, PROMPTLY FOLLOWING A REQUEST BY THE
ADMINISTRATIVE AGENT OR ANY LENDER, PROVIDE ALL DOCUMENTATION AND OTHER
INFORMATION THAT THE ADMINISTRATIVE AGENT OR SUCH LENDER REQUESTS IN ORDER TO
COMPLY WITH ITS ONGOING OBLIGATIONS UNDER APPLICABLE "KNOW YOUR CUSTOMER" AN
ANTI-MONEY LAUNDERING RULES AND REGULATIONS, INCLUDING THE ACT.
11.19. Entire Agreement. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
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 AMONG THE PARTIES.
Remainder of Page Intentionally Blank
Signature(s) to Follow
102
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
BORROWER:
MEADOWBROOK INSURANCE GROUP, INC.
By:
/s/ Robert S. Cubbin
Name:
Robert S. Cubbin
Title:
President & CEO
GUARANTORS:
MEADOWBROOK, INC.
By:
/s/ Robert S. Cubbin
Name:
Robert S. Cubbin
Title:
President & CEO
CREST FINANCIAL CORPORATION
By:
/s/ Michael G. Costello
Name:
Michael G. Costello
Title:
Sr. Vice President & General Counsel
BANK OF AMERICA, N.A., as
Administrative Agent
By:
/s/ Aamir Saleem
Name:
Aamir Saleem
Title:
Vice
President
Signature