Section 9.21 Amendments. Excluding Section 11.1 through 11.14, the
Borrower's written agreement shall be necessary to amend this Agreement.
Sections 11.1 through 11.14 of this Agreement may be amended by the Lenders
without the necessity of Borrower's agreement thereto pursuant to the
provisions contained therein.
Section 9.22 Non-Use Fee. As additional consideration for the Lenders'
committing and reserving monies to fund the Revolving Credit Note, the Borrower
shall pay to Agent for the account of Lenders quarterly in arrears a fee at a
rate equal to 35 basis points per annum of the average unused portion of the
Revolving Credit Note during the prior Fiscal Quarter. The fee shall be
calculated on a 360-day basis.
Section 9.23 Commitment Fee. In consideration of Lenders' willingness
to extend the Loans and to reserve the funds necessary to fund the Revolving
Credit Note, the Borrower shall pay to Agent a one-time commitment fee equal to
Article X. Jury Waiver.
Section 10.01 Jury Waiver. IF ANY ACTION OR PROCEEDING INVOLVING THIS
LOAN AGREEMENT OR ANY LOAN DOCUMENT IS COMMENCED IN ANY COURT OF COMPETENT
JURISDICTION, BORROWER, AGENT, AND LENDERS HEREBY WAIVE THEIR RIGHTS TO DEMAND
A JURY TRIAL.
Article XI. The Agent.
Section 11.01 Appointment of Agent. Each of the Lenders hereby
designates the Agent to administer all matters concerning the Indebtedness and
the Obligations and to act as herein specified. Each of the Lenders hereby
irrevocably authorizes the Agent to take such actions on its behalf under the
provisions of this Agreement, the other Loan Documents and all other
instruments and agreements referred to herein or therein, and to exercise such
powers and to perform such duties hereunder and thereunder as are specifically
delegated to or required of the Agent by the terms hereof and thereof and such
other powers as are reasonably incidental thereto. The Agent may perform any of
its duties hereunder by or through its agents or employees. The Lenders agree
that neither the Agent nor any of its directors, officers, employees or agents
shall be liable for any action taken or omitted to be taken by it or them
hereunder or in connection herewith, except for its or their own gross
negligence or willful misconduct. The Lenders agree that the Agent shall not
have any duties or responsibilities, except those expressly set forth herein,
or any fiduciary relationship with any of the Lenders, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities
shall be read into this Agreement or otherwise be imposed upon or exist against
Section 11.02 Authorization of Agent with Respect to the Loan
Documents. (a) Each of the Lenders hereby authorizes the Agent to