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.
THE BORROWER SHALL, PROMPTLY FOLLOWING A REQUEST BY THE
ADMINISTRATIVE AGENT OR ANY LENDER, PROVIDE ALL DOCUMENTATION AND OTHER
INFORMATION THAT THE ADMINISTRATIVE AGENT OR SUCH LENDER REQUESTS IN ORDER TO
COMPLY WITH ITS ONGOING OBLIGATIONS UNDER APPLICABLE "KNOW YOUR CUSTOMER" AND
ANTI-MONEY LAUNDERING RULES AND REGULATIONS, INCLUDING THE ACT.
10.17.
NO ADVISORY OR FIDUCIARY RESPONSIBILITY.
IN CONNECTION WITH ALL
ASPECTS OF EACH TRANSACTION CONTEMPLATED HEREBY (INCLUDING IN CONNECTION WITH
ANY AMENDMENT, WAIVER OR OTHER MODIFICATION HEREOF OR OF ANY OTHER LOAN
DOCUMENT), EACH OF THE LOAN PARTIES 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 ARRANGERS,
ARE ARM'S-LENGTH COMMERCIAL TRANSACTIONS BETWEEN THE LOAN PARTIES AND THEIR
RESPECTIVE AFFILIATES, ON THE ONE HAND, AND THE ADMINISTRATIVE AGENT AND THE
ARRANGERS, ON THE OTHER HAND, (B) EACH OF THE LOAN PARTIES HAS CONSULTED ITS OWN
LEGAL, ACCOUNTING, REGULATORY AND TAX ADVISORS TO THE EXTENT IT HAS DEEMED
APPROPRIATE, AND (C) EACH OF THE LOAN PARTIES 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 EACH ARRANGER 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 LOAN PARTIES OR
ANY OF THEIR RESPECTIVE AFFILIATES, OR ANY OTHER PERSON AND (B) NEITHER THE
ADMINISTRATIVE AGENT NOR ANY ARRANGER HAS ANY OBLIGATION TO THE LOAN PARTIES 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 ARRANGERS AND THEIR
RESPECTIVE AFFILIATES MAY BE ENGAGED IN A BROAD RANGE OF TRANSACTIONS THAT
INVOLVE INTERESTS THAT DIFFER FROM THOSE OF THE LOAN PARTIES AND THEIR
RESPECTIVE AFFILIATES, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY ARRANGER HAS
ANY OBLIGATION TO DISCLOSE ANY OF SUCH INTERESTS TO THE LOAN PARTIES AND THEIR
RESPECTIVE AFFILIATES.
TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE LOAN
PARTIES HEREBY WAIVES AND RELEASES ANY CLAIMS THAT IT MAY HAVE AGAINST THE
ADMINISTRATIVE AGENT AND THE ARRANGERS WITH RESPECT TO ANY BREACH OR ALLEGED
BREACH OF AGENCY OR FIDUCIARY DUTY IN CONNECTION WITH ANY ASPECT OF ANY
TRANSACTION CONTEMPLATED HEREBY.
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10.18.
AMENDMENT AND RESTATEMENT; BINDING EFFECT.
(A)
THIS AGREEMENT SHALL BECOME EFFECTIVE WHEN IT SHALL HAVE BEEN