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.
53
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 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 (III) IS ACTING