COMPANY'S BUSINESS IN THEIR MARKETING MATERIALS
AND MAY POST SUCH INFORMATION ON THEIR WEBSITE.
11.14
FURTHER ASSURANCES.
EACH OF THE PARTIES SHALL EXECUTE
SUCH DOCUMENTS AND PERFORM SUCH FURTHER ACTS (INCLUDING, OBTAINING ANY CONSENTS,
EXEMPTIONS, AUTHORIZATIONS, OR OTHER ACTIONS BY, OR GIVING ANY NOTICES TO, OR
MAKING ANY FILINGS WITH, ANY GOVERNMENTAL AUTHORITY OR ANY OTHER PERSON) AS MAY
BE REASONABLY REQUIRED OR DESIRABLE TO CARRY OUT OR TO PERFORM THE PROVISIONS OF
THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY POST-CLOSING ASSIGNMENT(S) BY
THE PURCHASER OF A PORTION OF THE NOTE TO A PERSON NOT CURRENTLY A PARTY HERETO.
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11.15
NO STRICT CONSTRUCTION.
THE PARTIES HERETO HAVE
PARTICIPATED JOINTLY IN THE NEGOTIATION AND DRAFTING OF THIS AGREEMENT AND THE
OTHER INVESTMENT DOCUMENTS.
IN THE EVENT AN AMBIGUITY OR QUESTION OF INTENT OR
INTERPRETATION ARISES UNDER ANY PROVISION OF THIS AGREEMENT OR ANY INVESTMENT
DOCUMENT, THIS AGREEMENT OR SUCH OTHER INVESTMENT DOCUMENT SHALL BE CONSTRUED AS
IF DRAFTED JOINTLY BY THE PARTIES THERETO, AND NO PRESUMPTION OR BURDEN OF PROOF
SHALL ARISE FAVORING OR DISFAVORING ANY PARTY BY VIRTUE OF THE AUTHORSHIP OF ANY
OF THE PROVISIONS OF THIS AGREEMENT OR ANY OTHER INVESTMENT DOCUMENT.
NO
KNOWLEDGE OF, OR INVESTIGATION, INCLUDING WITHOUT LIMITATION, DUE DILIGENCE
INVESTIGATION, CONDUCTED BY, OR ON BEHALF OF, THE PURCHASER SHALL LIMIT, MODIFY
OR AFFECT THE REPRESENTATIONS SET FORTH IN ARTICLE 5 OF THIS AGREEMENT OR THE
RIGHT OF THE PURCHASER TO RELY THEREON.
11.16
TAX FORMS.
ON THE CLOSING DATE, THE PURCHASER WILL
PROVIDE THE COMPANY WITH ONE PROPERLY PREPARED AND DULY EXECUTED INTERNAL
REVENUE SERVICE FORM W-9.
11.17
CONFIDENTIALITY.
PURCHASER AGREES TO KEEP CONFIDENTIAL
ALL NON-PUBLIC INFORMATION PROVIDED TO IT BY THE COMPANY AND ITS SUBSIDIARIES
PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENT THAT IS DESIGNATED BY THE
PROVIDER THEREOF AS CONFIDENTIAL; PROVIDED THAT NOTHING HEREIN SHALL PREVENT
PURCHASER FROM DISCLOSING ANY SUCH INFORMATION (A) TO ANY OTHER PURCHASER OR ANY
AFFILIATE THEREOF, (B) SUBJECT TO AN AGREEMENT TO COMPLY WITH THE PROVISIONS OF
THIS SECTION, TO ANY ACTUAL OR PROSPECTIVE TRANSFEREE, (C) TO ITS EMPLOYEES,
DIRECTORS, AGENTS, ATTORNEYS, ACCOUNTANTS AND OTHER PROFESSIONAL ADVISORS OR
THOSE OF ANY OF ITS AFFILIATES, (D) UPON THE REQUEST OR DEMAND OF ANY
GOVERNMENTAL AUTHORITY, (E) IN RESPONSE TO ANY ORDER OF ANY COURT OR OTHER
GOVERNMENTAL AUTHORITY OR AS MAY OTHERWISE BE REQUIRED PURSUANT TO ANY
REQUIREMENT OF LAW, (F) IF REQUESTED OR REQUIRED TO DO SO IN CONNECTION WITH ANY
LITIGATION OR SIMILAR PROCEEDING, (G) THAT HAS BEEN PUBLICLY DISCLOSED, (H) TO
THE NATIONAL ASSOCIATION OF INSURANCE COMMISSIONERS OR ANY SIMILAR ORGANIZATION
OR ANY NATIONALLY RECOGNIZED RATING AGENCY THAT REQUIRES ACCESS TO INFORMATION
ABOUT A PURCHASER'S INVESTMENT PORTFOLIO IN CONNECTION WITH RATINGS ISSUED WITH
RESPECT TO SUCH PURCHASER, OR (I) IN CONNECTION WITH THE EXERCISE OF ANY REMEDY
HEREUNDER OR UNDER ANY OTHER INVESTMENT DOCUMENT.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and delivered by their respective officers hereunto duly authorized