facts, and (ii) all
materials of any kind (including opinions or other tax analyses) relating to
such tax treatment or facts that are provided to any of the Persons referred to
above, and it is hereby confirmed that each of the Persons referred to above has
been authorized to make such disclosures since the commencement of discussions
regarding the transactions contemplated hereby.
Section 14.17 EXCULPATION PROVISIONS. EACH OF THE PARTIES HERETO
SPECIFICALLY AGREES THAT IT HAS A DUTY TO READ THIS AGREEMENT AND THE OTHER LOAN
PAPERS AND AGREES THAT IT IS CHARGED WITH NOTICE AND KNOWLEDGE OF THE TERMS OF
THIS AGREEMENT AND THE OTHER LOAN PAPERS; THAT IT HAS IN FACT READ THIS
AGREEMENT AND IS FULLY INFORMED AND HAS FULL NOTICE AND KNOWLEDGE OF THE TERMS,
CONDITIONS AND EFFECTS OF THIS AGREEMENT; THAT IT HAS BEEN REPRESENTED BY
INDEPENDENT LEGAL COUNSEL OF ITS CHOICE THROUGHOUT THE NEGOTIATIONS PRECEDING
ITS EXECUTION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; AND HAS RECEIVED
THE ADVICE OF ITS ATTORNEY IN ENTERING INTO THIS AGREEMENT AND THE OTHER LOAN
PAPERS; AND THAT IT RECOGNIZES THAT CERTAIN OF THE TERMS OF THIS AGREEMENT AND
THE OTHER LOAN PAPERS RESULT IN ONE PARTY ASSUMING THE LIABILITY INHERENT IN
SOME ASPECTS OF THE TRANSACTION AND RELIEVING THE OTHER PARTY OF ITS
RESPONSIBILITY FOR SUCH LIABILITY. EACH PARTY HERETO AGREES AND COVENANTS THAT
IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION
OF THIS AGREEMENT AND THE OTHER LOAN PAPERS ON THE BASIS THAT THE PARTY HAD NO
NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT
"CONSPICUOUS".
112
Section 14.18 Collateral Matters; Hedge Agreements; Bank Products.
Notwithstanding anything contained in the Loan Papers to the contrary, the
benefit of the Loan Papers and of the provisions of this Agreement relating to
any collateral securing the Obligations shall also extend to and be available to
those Banks or their Affiliates which are counterparties to any Hedge Agreement
with, and providers of any Bank Products to, Borrower or any of its Subsidiaries
on a pro rata basis in respect of any obligations of Borrower or any of its
Subsidiaries which arise (a) under any such Hedge Agreement while such Person or
its Affiliate is a Bank, including any Hedge Agreements between such Persons in
existence prior to the date hereof, but excluding any additional transactions or
confirmations entered into (i) after such Bank (or Affiliate thereof) ceases to
be a Bank or an Affiliate of a Bank or (ii) after assignment by such Bank (or
Affiliate thereof) to a third party that is not a Bank or an Affiliate of a
Bank, or (b) in respect of any such Bank Products while such Person or its
Affiliate is a Bank, but only while such Person or its Affiliate is a Bank,
including Bank Products between such Persons in existence prior to the date
hereof. No Bank or any Affiliate of a Bank shall have any voting rights under
any