OTHER LEGAL PROCESS OR PROCEEDING) SO
THAT THE BORROWER MAY ENDEAVOR TO OBTAIN A PROTECTIVE ORDER OR OTHER ASSURANCE
OF CONFIDENTIAL TREATMENT.
9.12
NONRELIANCE.
EACH LENDER HEREBY REPRESENTS THAT IT IS NOT RELYING
ON OR LOOKING TO ANY MARGIN STOCK (AS DEFINED IN REGULATION U OF THE BOARD OF
GOVERNORS OF THE FEDERAL RESERVE SYSTEM) FOR THE REPAYMENT OF THE CREDIT
EXTENSIONS PROVIDED FOR HEREIN.
9.13
DISCLOSURE.
THE BORROWER AND EACH LENDER HEREBY ACKNOWLEDGE AND
AGREE THAT WACHOVIA AND/OR ITS AFFILIATES FROM TIME TO TIME MAY HOLD INVESTMENTS
IN, MAKE OTHER LOANS TO OR HAVE OTHER RELATIONSHIPS WITH THE BORROWER AND ITS
AFFILIATES.
9.14
PATRIOT ACT NOTICE.
EACH LENDER THAT IS SUBJECT TO THE PATRIOT
ACT AND THE ADMINISTRATIVE AGENT (FOR ITSELF AND NOT ON BEHALF OF ANY LENDER)
HEREBY NOTIFIES THE BORROWER THAT PURSUANT TO THE REQUIREMENTS OF THE 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 OR THE ADMINISTRATIVE AGENT, AS
APPLICABLE, TO IDENTIFY THE BORROWER IN ACCORDANCE WITH THE PATRIOT ACT.
9.15
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS, ALL OF WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AGREEMENT, AND
ANY OF THE PARTIES HERETO MAY EXECUTE THIS AGREEMENT BY SIGNING ANY SUCH
COUNTERPART.
THIS AGREEMENT SHALL BE EFFECTIVE WHEN IT HAS BEEN EXECUTED BY THE
BORROWER, THE ADMINISTRATIVE AGENT, THE LC ISSUERS, THE SWINGLINE LENDER AND THE
LENDERS AS OF THE CLOSING DATE AND EACH PARTY HAS NOTIFIED THE ADMINISTRATIVE
AGENT BY FACSIMILE TRANSMISSION OR TELEPHONE THAT IT HAS TAKEN SUCH ACTION.
ARTICLE 10
THE ADMINISTRATIVE AGENT
10.1
APPOINTMENT; NATURE OF RELATIONSHIP.
WACHOVIA BANK, NATIONAL
ASSOCIATION IS HEREBY APPOINTED BY EACH OF THE LENDERS AS ITS CONTRACTUAL
REPRESENTATIVE (HEREIN REFERRED TO AS THE "ADMINISTRATIVE AGENT") HEREUNDER AND
UNDER EACH OTHER LOAN DOCUMENT, AND EACH OF THE
53
Lenders (for purposes of this Article, references to Lenders shall also mean
each LC Issuer and the Swingline Lender) irrevocably authorizes the
Administrative Agent to act as the contractual representative of such Lender
with the rights and duties expressly set forth herein and in the other Loan
Documents.
The Administrative Agent agrees to act as such contractual
representative upon the express conditions contained in this Article 10.
Notwithstanding the use of the defined term "Administrative Agent," it is
expressly understood and agreed that the Administrative Agent shall not have any
fiduciary responsibilities to any Lender by reason of this Agreement or any
other Loan Document and that the Administrative Agent is merely acting as the
contractual representative of the Lenders with only those duties as are
expressly set forth in this Agreement and the other Loan Documents.
In its
capacity as the Lenders' contractual representative, the Administrative Agent
(i) does not hereby assume any fiduciary duties to any of the Lenders, (ii) is a
"representative" of the Lenders within the meaning of Section 9-105 of the
Uniform Commercial Code and