THAT IT HAS A DUTY TO READ
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND AGREES THAT IT IS CHARGED WITH
NOTICE AND KNOWLEDGE OF THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS; 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
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OTHER LOAN DOCUMENTS; AND HAS RECEIVED THE ADVICE OF ITS ATTORNEY IN ENTERING
INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; AND THAT IT RECOGNIZES THAT
CERTAIN OF THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS 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
DOCUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH
PROVISION OR THAT THE PROVISION IS NOT "CONSPICUOUS."
Section 12.14Collateral Matters; Swap Agreements
.
The benefit of the Security Instruments and of the provisions of this
Agreement relating to any collateral securing the Indebtedness shall also extend
to and be available to the Secured Swap Providers with respect to any Swap
Agreement including any Swap Agreement in existence prior to the date hereof,
but excluding any additional transactions or confirmations entered into
(a) after such Secured Swap Provider ceases to be a Lender or an Affiliate of a
Lender or (b) after assignment by a Secured Swap Provider to another Secured
Swap Provider that is not a Lender or an Affiliate of a Lender.
No Lender or
any Affiliate of a Lender shall have any voting or consent rights under any Loan
Document as a result of the existence of obligations owed to it under any such
Swap Agreements.
Section 12.15No Third Party Beneficiaries
.
This Agreement, the other Loan Documents, and the agreement of the Lenders to
make Loans and the Issuing Bank to issue, amend, renew or extend Letters of
Credit hereunder are solely for the benefit of the Borrower, and no other Person
(including, without limitation, any Subsidiary of the Borrower, any obligor,
contractor, subcontractor, supplier or materialsman) shall have any rights,
claims, remedies or privileges hereunder or under any other Loan Document
against the Administrative Agent, any other Agent, the Issuing Bank or any
Lender for any reason whatsoever.
There are no third party beneficiaries.
Section 12.16USA Patriot Act Notice
.
Each Lender hereby notifies the Borrower that pursuant to the requirements of
the USA Patriot Act, it is required to obtain, verify and record information
that identifies the Borrower, which information includes the name and address of
the Borrower and other information that will allow such Lender to identify the
Borrower in accordance with the