INTENT HEREOF.
8.23
EXECUTION BY BANK.
THE UNDERSIGNED BANK IS JOINING THIS AGREEMENT FOR
THE SOLE PURPOSE OF ACKNOWLEDGING THE PLEDGE OF ITS CAPITAL STOCK PURSUANT TO
THE PLEDGE AGREEMENT.
8.24
NON-CONTROL.
IN NO EVENT SHALL THE LENDER'S RIGHTS HEREUNDER BE DEEMED
TO INDICATE THAT THE LENDER IS IN CONTROL OF THE BUSINESS, MANAGEMENT OR
PROPERTIES OF THE BORROWER OR THE BANK OR HAS POWER OVER THE DAILY MANAGEMENT
FUNCTIONS AND OPERATING DECISIONS MADE BY THE BORROWER AND THE BANK, ALL SUCH
RIGHTS AND POWERS BEING HEREBY EXPRESSLY RESERVED TO THE BORROWER AND THE BANK.
8.25
ASSIGNMENTS AND PARTICIPATIONS.
LENDER MAY SELL OR OFFER TO SELL THE
LOANS, OR EITHER OF THEM, OR INTERESTS THEREIN TO ONE OR MORE ASSIGNEES OR
PARTICIPANTS; PROVIDED THAT, SO LONG AS NO EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING, ANY SUCH SALE OR ASSIGNMENT SHALL BE SUBJECT TO BORROWER'S
REASONABLE CONSENT THERETO, BUT PROVIDED FURTHER THAT (A) IF BORROWER DOES NOT
PROVIDE A WRITTEN RESPONSE TO LENDER WITHIN TEN (10) DAYS OF BORROWER'S RECEIPT
OF LENDER'S WRITTEN REQUEST, BORROWER SHALL BE DEEMED TO HAVE CONSENTED TO SUCH
SALE, ASSIGNMENT, OR PARTICIPATION AND (B) BORROWER'S CONSENT SHALL NOT BE
REQUIRED IN CONNECTION WITH A SALE OR ASSIGNMENT IN CONNECTION WITH A MERGER OR
SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF LENDER OR A SALE OF ALL OR
SUBSTANTIALLY ALL OF THE LENDER'S CORRESPONDENT BANKING / BANK HOLDING COMPANY
LOANS.
BORROWER SHALL EXECUTE, ACKNOWLEDGE AND DELIVER ANY AND ALL INSTRUMENTS
REASONABLY REQUESTED BY LENDER IN CONNECTION THEREWITH, AND TO THE EXTENT, IF
ANY, SPECIFIED IN ANY SUCH ASSIGNMENT OR PARTICIPATION, SUCH ASSIGNEE(S) OR
PARTICIPANT(S) SHALL HAVE THE SAME RIGHTS AND BENEFITS WITH RESPECT TO THE
APPLICABLE LOAN DOCUMENTS AS SUCH PERSON(S) WOULD HAVE IF SUCH PERSON(S) WERE
LENDER HEREUNDER.
LENDER MAY DISSEMINATE ANY INFORMATION IT NOW HAS OR
HEREAFTER OBTAINS PERTAINING TO THE LOANS, OR EITHER OF THEM, INCLUDING ANY
SECURITY FOR THE LOANS, OR EITHER OF THEM, BORROWER, BANK, ANY OTHER SUBSIDIARY,
ANY OF BORROWER'S, BANK'S, OR ANY OTHER SUBSIDIARY'S PRINCIPALS, OR ANY
GUARANTOR, IF ANY, TO ANY ACTUAL OR PROSPECTIVE ASSIGNEE OR PARTICIPANT, TO
LENDER'S AFFILIATES, TO ANY REGULATORY BODY HAVING JURISDICTION OVER LENDER, TO
ANY ACTUAL OR PROSPECTIVE COUNTERPARTY (OR ITS ADVISORS) TO ANY SWAP OR
DERIVATIVE TRANSACTION RELATING TO LENDER AND THE LOAN, OR TO ANY OTHER PARTY AS
NECESSARY OR APPROPRIATE IN LENDER'S REASONABLE JUDGMENT.
8.26
ELECTRONIC TRANSMISSION OF DATA.
LENDER AND BORROWER AGREE THAT
CERTAIN DATA RELATED TO THE
LOANS (INCLUDING CONFIDENTIAL INFORMATION,
DOCUMENTS, APPLICATIONS AND REPORTS) MAY BE TRANSMITTED ELECTRONICALLY,
INCLUDING TRANSMISSION OVER THE INTERNET TO THE PARTIES, THE PARTIES'
AFFILIATES, AGENTS AND REPRESENTATIVES, AND OTHER PERSONS INVOLVED WITH THE
SUBJECT MATTER OF THIS AGREEMENT.
BORROWER ACKNOWLEDGES AND AGREES THAT (A)
THERE ARE RISKS ASSOCIATED WITH THE USE OF ELECTRONIC TRANSMISSION AND THAT
LENDER DOES NOT CONTROL THE METHOD OF TRANSMITTAL OR SERVICE PROVIDERS, (B)
LENDER HAS NO OBLIGATION OR RESPONSIBILITY WHATSOEVER AND ASSUMES NO DUTY OR
OBLIGATION FOR THE SECURITY, RECEIPT OR THIRD PARTY