HEREBY AND BY THE OTHER LOAN
DOCUMENTS; (II) (A) THE ADMINISTRATIVE AGENT AND THE ARRANGER EACH IS AND HAS
BEEN ACTING SOLELY AS A PRINCIPAL AND, EXCEPT AS EXPRESSLY AGREED IN WRITING BY
THE RELEVANT PARTIES, HAS NOT BEEN, IS NOT, AND WILL NOT BE ACTING AS AN
ADVISOR, AGENT OR FIDUCIARY FOR THE BORROWER OR ANY OF ITS AFFILIATES, OR ANY
OTHER PERSON AND (B) NEITHER THE ADMINISTRATIVE AGENT NOR THE ARRANGER HAS ANY
OBLIGATION TO THE BORROWER OR ANY OF ITS AFFILIATES WITH RESPECT TO THE
TRANSACTIONS CONTEMPLATED HEREBY EXCEPT THOSE OBLIGATIONS EXPRESSLY SET FORTH
HEREIN AND IN
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THE OTHER LOAN DOCUMENTS; AND (III) THE ADMINISTRATIVE AGENT AND THE ARRANGER
AND THEIR RESPECTIVE AFFILIATES MAY BE ENGAGED IN A BROAD RANGE OF TRANSACTIONS
THAT INVOLVE INTERESTS THAT DIFFER FROM THOSE OF THE BORROWER AND ITS
AFFILIATES, AND NEITHER THE ADMINISTRATIVE AGENT NOR THE ARRANGER HAS ANY
OBLIGATION TO DISCLOSE ANY OF SUCH INTERESTS TO THE BORROWER OR ITS AFFILIATES.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE BORROWER HEREBY WAIVES AND RELEASES
ANY CLAIMS THAT IT MAY HAVE AGAINST THE ADMINISTRATIVE AGENT AND THE ARRANGER
WITH RESPECT TO ANY BREACH OR ALLEGED BREACH OF AGENCY OR FIDUCIARY DUTY IN
CONNECTION WITH ANY ASPECT OF ANY TRANSACTION CONTEMPLATED HEREBY.
10.17
USA PATRIOT ACT NOTICE.
EACH LENDER THAT IS SUBJECT TO THE ACT (AS
HEREINAFTER DEFINED) AND THE ADMINISTRATIVE AGENT (FOR ITSELF AND NOT ON BEHALF
OF ANY LENDER) HEREBY NOTIFIES THE BORROWER THAT PURSUANT TO THE REQUIREMENTS OF
THE USA PATRIOT ACT (TITLE III OF PUB. L. 107-56 (SIGNED INTO LAW OCTOBER 26,
2001)) (THE "ACT"), IT IS REQUIRED TO OBTAIN, VERIFY AND RECORD INFORMATION THAT
IDENTIFIES EACH LOAN PARTY, WHICH INFORMATION INCLUDES THE NAME AND ADDRESS OF
EACH LOAN PARTY AND OTHER INFORMATION THAT WILL ALLOW SUCH LENDER OR THE
ADMINISTRATIVE AGENT, AS APPLICABLE, TO IDENTIFY EACH LOAN PARTY IN ACCORDANCE
WITH THE ACT.
10.18
TIME OF THE ESSENCE.
TIME IS OF THE ESSENCE OF THE LOAN DOCUMENTS.
10.19
ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
BORROWER:
UNIVERSAL AMERICAN FINANCIAL CORP.
By:
Name:
Title:
BANK OF AMERICA, N.A., as
Administrative Agent
By:
Name:
Title:
BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender
By:
Name:
Title:
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