MODIFICATION HEREOF OR OF ANY OTHER LOAN
DOCUMENT), EACH BORROWER ACKNOWLEDGES AND AGREES, AND ACKNOWLEDGES ITS
AFFILIATES' UNDERSTANDING, THAT: (I) (A) THE ARRANGING AND OTHER SERVICES
REGARDING THIS AGREEMENT PROVIDED BY THE ADMINISTRATIVE AGENT AND THE ARRANGER
ARE ARM'S-LENGTH COMMERCIAL TRANSACTIONS BETWEEN THE BORROWERS AND THEIR
RESPECTIVE AFFILIATES, ON THE ONE HAND, AND THE ADMINISTRATIVE AGENT AND THE
ARRANGER, ON THE OTHER HAND, (B) EACH BORROWER HAS CONSULTED ITS OWN LEGAL,
ACCOUNTING, REGULATORY AND TAX ADVISORS TO THE EXTENT IT HAS DEEMED APPROPRIATE,
AND (C) EACH BORROWER IS CAPABLE OF EVALUATING, AND UNDERSTANDS AND ACCEPTS, THE
TERMS, RISKS AND CONDITIONS OF THE TRANSACTIONS CONTEMPLATED 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 ANY BORROWER OR ANY OF THEIR RESPECTIVE
AFFILIATES, OR ANY OTHER PERSON AND (B) NEITHER THE ADMINISTRATIVE AGENT NOR THE
ARRANGER HAS ANY OBLIGATION TO ANY BORROWER OR ANY OF THEIR RESPECTIVE
AFFILIATES WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY EXCEPT THOSE
OBLIGATIONS EXPRESSLY SET FORTH HEREIN AND IN 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 BORROWERS AND THEIR RESPECTIVE AFFILIATES, AND NEITHER
ANY ADMINISTRATIVE AGENT NOR THE ARRANGER HAS ANY OBLIGATION TO DISCLOSE ANY OF
SUCH INTERESTS TO THE BORROWERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
TO THE
FULLEST EXTENT PERMITTED BY LAW, EACH 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 BORROWERS 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.
114
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
PROSPECT MEDICAL HOLDINGS, INC.
By:
Name:
Title:
PROSPECT MEDICAL GROUP, INC.
By:
Name:
Title:
S-1
BANK OF AMERICA, N.A., as Administrative Agent
By:
Name:
Title:
S-2
BANK OF AMERICA, N.A., as a Lender and
L/C Issuer
By:
Name:
Title:
S-3
BANC OF AMERICA CAPITAL SOLUTIONS LLC, as a