(Money Laundering) and Terrorist Financing Act
(Canada) and other applicable Anti-Terrorism Laws and "know your client"
policies, regulations, laws or rules (the Proceeds of Crime (Money Laundering)
and Terrorist Financing Act (Canada) and such other Anti-Terrorism Laws
applicable in Canada, as well as all applicable "know your client" policies,
regulations, laws or rules, collectively, including any guidelines or orders
thereunder, "AML Legislation"), then the Administrative Agent:
(a)shall be deemed to have done so as an agent for each Lender and this
Agreement shall constitute a "written agreement" in such regard between each
Lender and the Administrative Agent within the meaning of the applicable AML
Legislation; and
(b)shall provide to the Lenders, copies of all information obtained in such
regard without any representation or warranty as to its accuracy or
completeness.
Notwithstanding the preceding sentence and except as may otherwise be agreed in
writing, each Lender agrees that the Administrative Agent has no obligation to
ascertain the identity of the Canadian Credit Parties or any authorized
signatories of the Canadian Credit Parties on behalf of any Lender, or to
confirm the completeness or accuracy of any information it obtains from any
Canadian Credit Party or any such authorized signatory in doing so.
INTERCREDITOR AGREEMENT
.
(a)EACH LENDER PARTY HERETO UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT IT (AND
EACH OF ITS SUCCESSORS AND ASSIGNS) AND EACH OTHER LENDER (AND EACH OF THEIR
SUCCESSORS AND ASSIGNS) SHALL BE BOUND BY THE INTERCREDITOR AGREEMENT, WHICH IN
CERTAIN CIRCUMSTANCES MAY REQUIRE (AS MORE FULLY PROVIDED THEREIN) THE TAKING OF
CERTAIN ACTIONS BY THE LENDERS, INCLUDING THE PURCHASE AND SALE OF
PARTICIPATIONS BY VARIOUS LENDERS TO EACH OTHER IN ACCORDANCE WITH THE TERMS
THEREOF.
(b)THE PROVISIONS OF THIS SECTION 13.21 ARE NOT INTENDED TO SUMMARIZE OR FULLY
DESCRIBE THE PROVISIONS OF THE INTERCREDITOR AGREEMENT.
REFERENCE MUST BE MADE
TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS
THEREOF.
EACH LENDER IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF
THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NO AGENT
OR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER AS TO THE
SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR
AGREEMENT.
A COPY OF THE INTERCREDITOR AGREEMENT MAY BE OBTAINED FROM THE
ADMINISTRATIVE AGENT.
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(c)THE INTERCREDITOR AGREEMENT IS AN AGREEMENT SOLELY AMONGST THE LENDERS (AND
THEIR SUCCESSORS AND ASSIGNS) AND IS NOT AN AGREEMENT TO WHICH HOLDINGS OR ANY
OF ITS SUBSIDIARIES IS PARTY.
AS MORE FULLY PROVIDED THEREIN, THE INTERCREDITOR
AGREEMENT CAN ONLY BE AMENDED BY THE PARTIES THERETO IN ACCORDANCE WITH THE
PROVISIONS THEREOF.
Absence of Fiduciary Relationship
.
Notwithstanding any other provision of this Agreement or any provision of any
other Credit Document, (i) none of the Joint Lead Arrangers, the
Co-Documentation Agents or any Lender shall, solely by reason of this Agreement
or any other Credit Document, have any fiduciary, advisory or agency
relationship or duty in respect of any Lender or any other Person and (ii)
Holdings and the Borrowers hereby waive,