OR LEGAL PROCESS, (E) TO ANY
PERSON IN CONNECTION WITH ANY LEGAL PROCEEDING TO WHICH SUCH LENDER IS A PARTY,
(F) TO SUCH LENDER'S DIRECT OR INDIRECT CONTRACTUAL COUNTERPARTIES IN SWAP
AGREEMENTS OR TO LEGAL COUNSEL, ACCOUNTANTS AND OTHER PROFESSIONAL ADVISORS TO
SUCH COUNTERPARTIES AND (G) PERMITTED BY SECTION 13.4; PROVIDED, THAT ANY
RECIPIENT OF SUCH DISCLOSURE SHALL BE ADVISED BY SUCH LENDER
OF THE
CONFIDENTIALITY REQUIREMENTS HEREIN SET FORTH.
10.12
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 REVOLVING CREDIT LOANS PROVIDED FOR HEREIN.
10.13
DISCLOSURE.
THE BORROWER AND
EACH LENDER HEREBY (A) ACKNOWLEDGE AND AGREE THAT JPMORGAN CHASE BANK AND/OR ITS
AFFILIATES FROM TIME TO TIME MAY HOLD OTHER INVESTMENTS IN, MAKE OTHER LOANS TO
OR HAVE OTHER RELATIONSHIPS WITH THE BORROWER, AND (B) WAIVE ANY LIABILITY OF
JPMORGAN CHASE BANK OR SUCH AFFILIATE TO THE BORROWER OR ANY LENDER,
RESPECTIVELY, ARISING OUT OF OR RESULTING FROM SUCH INVESTMENTS, LOANS OR
RELATIONSHIPS OTHER THAN LIABILITIES ARISING OUT OF THE GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OF JPMORGAN CHASE BANK OR ITS AFFILIATES.
10.14
USA PATRIOT ACT NOTIFICATION.
EACH LENDER HEREBY NOTIFIES THE BORROWER THAT PURSUANT TO THE REQUIREMENTS OF
THE USA ACT (TITLE III OF PUB. L. 107-56 (SIGNED INTO LAW ON OCTOBER 26, 2001)
(THE "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 TO IDENTIFY THE
BORROWER IN ACCORDANCE WITH THE ACT.
THE BORROWER AGREES TO COOPERATE WITH EACH
LENDER AND PROVIDE TRUE, ACCURATE AND COMPLETE INFORMATION TO SUCH LENDER IN
RESPONSE TO ANY SUCH REQUEST.
ARTICLE XI
THE ADMINISTRATIVE AGENT
11.1
APPOINTMENT; NATURE OF
RELATIONSHIP.
JPMORGAN CHASE BANK IS HEREBY APPOINTED BY EACH OF THE LENDERS AS
ADMINISTRATIVE AGENT (HEREIN REFERRED TO AS THE "AGENT") HEREUNDER AND UNDER
EACH OTHER FACILITY DOCUMENT, AND EACH OF THE LENDERS IRREVOCABLY AUTHORIZES THE
AGENT TO ACT AS THE ADMINISTRATIVE AGENT OF SUCH LENDER WITH THE RIGHTS AND
DUTIES EXPRESSLY SET FORTH HEREIN AND IN THE OTHER FACILITY DOCUMENTS.
THE
AGENT AGREES TO
59
ACT AS SUCH ADMINISTRATIVE AGENT UPON THE EXPRESS CONDITIONS CONTAINED IN THIS
ARTICLE XI.
NOTWITHSTANDING THE USE OF THE DEFINED TERM "AGENT," IT IS
EXPRESSLY UNDERSTOOD AND AGREED THAT THE AGENT SHALL NOT HAVE ANY FIDUCIARY
RESPONSIBILITIES TO ANY LENDER BY REASON OF THIS AGREEMENT OR ANY OTHER FACILITY
DOCUMENT AND THAT THE AGENT IS MERELY ACTING AS THE ADMINISTRATIVE AGENT OF THE
LENDERS WITH ONLY THOSE DUTIES AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT AND
THE OTHER FACILITY DOCUMENTS.
IN ITS CAPACITY AS THE LENDERS' ADMINISTRATIVE
AGENT, THE AGENT (A) DOES NOT HEREBY ASSUME ANY FIDUCIARY DUTIES TO ANY OF THE
LENDERS, (B) IS A "REPRESENTATIVE" OF THE LENDERS WITHIN THE MEANING OF
SECTION 9-105 OF THE UNIFORM COMMERCIAL CODE AND