WILL NOT
ASSERT AGAINST ANY ASSIGNEE ANY CLAIMS, DEFENSES OR SET-OFFS WHICH COMPANY OR
SUCH SUBSIDIARY COULD ASSERT AGAINST WELLS FARGO. THIS AGREEMENT SHALL ALSO BIND
ALL PERSONS WHO BECOME A PARTY TO THIS AGREEMENT AS A BORROWER.
THIS AGREEMENT,
TOGETHER WITH THE LOAN DOCUMENTS, OR ANY OTHER DOCUMENT OR AGREEMENT DESCRIBED
IN OR RELATED TO THIS AGREEMENT, COMPRISES THE COMPLETE AND INTEGRATED AGREEMENT
OF THE PARTIES ON THE SUBJECT MATTER OF THIS AGREEMENT AND SUPERSEDES ALL PRIOR
AGREEMENTS, WHETHER ORAL OR EVIDENCED IN A RECORD.
TO THE EXTENT THAT ANY
PROVISION OF THIS AGREEMENT CONTRADICTS OTHER PROVISIONS OF THE LOAN DOCUMENTS
OTHER THAN THIS AGREEMENT, OR
32
ANY OTHER DOCUMENT OR AGREEMENT DESCRIBED IN OR RELATED TO THIS AGREEMENT, THIS
AGREEMENT SHALL CONTROL.
SECTION 7.11
SHARING OF INFORMATION.
WELLS FARGO MAY SHARE ANY
CONFIDENTIAL INFORMATION THAT IT MAY HAVE REGARDING COMPANY, ITS SUBSIDIARIES
AND ITS AFFILIATES WITH ITS ACCOUNTANTS, LAWYERS, AND OTHER ADVISORS, AND WITH
EACH BUSINESS UNIT AND LINE OF BUSINESS WITHIN WELLS FARGO AND EACH DIRECT AND
INDIRECT SUBSIDIARY OF WELLS FARGO & COMPANY.
SECTION 7.12
SEVERABILITY OF PROVISIONS.
ANY PROVISION OF THIS
AGREEMENT WHICH IS PROHIBITED OR UNENFORCEABLE SHALL BE INEFFECTIVE TO THE
EXTENT OF SUCH PROHIBITION OR UNENFORCEABILITY WITHOUT INVALIDATING THE
REMAINING TERMS OF THIS AGREEMENT.
SECTION 7.13
HEADINGS.
SECTION AND SUBSECTION HEADINGS IN THIS
AGREEMENT ARE INCLUDED FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT
CONSTITUTE A PART OF THIS AGREEMENT FOR ANY OTHER PURPOSE.
SECTION 7.14
DEFINITIONAL TERMS AND RULES OF INTERPRETATION.
ALL
ACCOUNTING TERMS NOT OTHERWISE DEFINED IN THIS AGREEMENT SHALL HAVE THE MEANINGS
GIVEN THEM IN ACCORDANCE WITH GAAP.
UNLESS THE CONTEXT CLEARLY REQUIRES
OTHERWISE, THE WORD "OR" HAS THE INCLUSIVE MEANING REPRESENTED BY THE PHRASE
"AND/OR".
REFERENCE TO ANY AGREEMENT (INCLUDING WITHOUT LIMITATION THE LOAN
DOCUMENTS), DOCUMENT OR INSTRUMENT MEANS THE AGREEMENT, DOCUMENT OR INSTRUMENT
AS AMENDED, RESTATED OR SUPPLEMENTED, SUBJECT TO ANY RESTRICTIONS ON AMENDMENT
CONTAINED THEREIN (AND, IF APPLICABLE, IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS).
UNLESS OTHERWISE SPECIFIED, ANY
REFERENCE TO A STATUTE OR REGULATION MEANS THAT STATUTE OR REGULATION AS AMENDED
OR SUPPLEMENTED FROM TIME TO TIME, AND ANY CORRESPONDING PROVISIONS OF SUCCESSOR
STATUTES OR REGULATIONS.
SECTION 7.15
CUSTOMER IDENTIFICATION - USA PATRIOT ACT NOTICE.
WELLS
FARGO HEREBY NOTIFIES COMPANY 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"), WELLS FARGO IS REQUIRED TO OBTAIN, VERIFY AND RECORD CERTAIN INFORMATION
AND DOCUMENTATION THAT IDENTIFIES COMPANY AND EACH SUBSIDIARY, WHICH INFORMATION
INCLUDES THE NAME AND ADDRESS OF COMPANY AND EACH SUBSIDIARY AND SUCH OTHER
INFORMATION THAT WILL ALLOW WELLS FARGO TO IDENTIFY COMPANY AND EACH SUBSIDIARY
IN ACCORDANCE WITH THE ACT.
SECTION 7.16
GOVERNING LAW; JURISDICTION, VENUE; WAIVER OF JURY
TRIAL.
THE LOAN DOCUMENTS (OTHER THAN REAL ESTATE RELATED DOCUMENTS, IF ANY)
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS
(OTHER THAN CONFLICT LAWS) OF THE STATE OF MINNESOTA.
THE PARTIES