40
Confidential
(a)
The Account Party acknowledges and agrees that Bank will not have any obligations except
those obligations expressly set forth herein and in the other Credit Documents and Bank is acting
solely in the capacity of an arm’s length contractual counterparty to the Account Party with respect
to the Credit Documents and the transactions contemplated herein and therein and not as a
financial advisor or a fiduciary to, or an agent of, the Account Party or any other Person.
The
Account Party agrees that it will not assert any claim against Bank based on an alleged breach of
fiduciary duty by Bank in connection with this Agreement and the transactions contemplated
hereby.
Additionally, the Account Party acknowledges and agrees that Bank is not advising the
Account Party as to any legal, tax, investment, accounting, regulatory or any other matters
in any
jurisdiction.
The Account Party shall consult with its own advisors concerning such matters and shall
be responsible for making its own independent investigation and appraisal of the transactions
contemplated herein or in the other Credit Documents, and Bank shall have no responsibility or
liability to the Account Party with respect thereto.
(b)
The Account Party further acknowledges and agrees that Bank, together with its branches
and affiliates, is a full service securities or banking firm engaged in securities trading and brokerage
activities as well as providing investment banking and other financial services.
In the ordinary
course of business, Bank may provide investment banking and other financial services to, and/or
acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other
securities and financial instruments (including bank loans and other
obligations) of, the Account
Party and other companies with which the Account Party may have commercial or other
relationships.
With respect to any securities and/or financial instruments so held by Bank or any of
its customers, all rights in respect of such securities and financial instruments, including any voting
rights, will be exercised by the holder of the rights, in its sole discretion.
(c)
In addition, the Account Party acknowledges and agrees that Bank and its affiliates may be
providing debt financing, equity capital or other services (including financial advisory
services) to
other companies in respect of which the Account Party may have conflicting interests regarding the
transactions described herein and otherwise.
Bank will not use confidential information obtained
from the Account Party by virtue of the transactions contemplated by the Credit Documents or its
other relationships with the Account Party in connection with the performance by Bank of services
for other companies, and Bank will not furnish any such information to other companies.
The
Account Party also acknowledges that Bank has no obligation to use in connection with the
transactions contemplated by the Credit Documents, or to furnish to the Account Party, confidential
information obtained from other companies.
PRIVACY POLICY
.
Bank and its Affiliates may choose to rely, and shall be fully protected in
relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram,
facsimile, email or other electronic method of transmission, telex or telephone message, statement
or other document or conversation reasonably believed in good faith by it to be genuine and correct
and to have been signed, sent, or made by a proper person or persons acting for or on your behalf
or any of your affiliates.
Account Party agrees that Bank and its Affiliates may transmit data to
Account Party and its Affiliates via an electronic method of transmission, including over the internet,
via email or via a website, notwithstanding that no data transmission over the internet, email or a
website can be guaranteed to be secure from intrusion.
Account Party agrees that Bank may share
information received from Account Party with its Affiliates and, if so requested, its regulators and as
required to comply with federal, state or local laws, or official court orders,
as well as foreign laws