(to the extent
applicable), (viii) in connection with any litigation to which such Lender (or,
with respect to any Interest Rate Protection Agreement, any affiliate of any
Lender party thereto) may be a party, subject to the proviso in clause (iv), and
(ix) if, prior to such information having been so provided or obtained, such
information was already in an Agent's or a Lender's possession on a
non-confidential basis without a duty of confidentiality to any Borrower being
violated.
11.17 USA Patriot Act Notice. Each Lender hereby notifies each
Borrower that pursuant to the requirements of the USA Patriot Act (Title III of
Pub.: 107-56 (signed into law October 26, 2001)) (the "Patriot Act"), it is
required to obtain, verify, and record information that identifies such
Borrower, which information includes the name of such Borrower and other
information that will allow such Lender to identify such Borrower in accordance
with the Patriot Act, and such Borrower agrees to provide such information from
time to time to any Lender.
11.18 INTERCREDITOR AGREEMENT. EACH LENDER PARTY HERETO UNDERSTANDS,
ACKNOWLEDGES AND AGREES THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT THE
OBLIGATIONS ARE INTENDED TO CONSTITUTE A DISTINCT AND SEPARATE CLASS FROM THE
FIRST LIEN LAST OUT NOTES. EACH LENDER FURTHER UNDERSTANDS, ACKNOWLEDGES AND
AGREES THAT THE PROVISIONS SETTING FORTH THE PRIORITIES AS BETWEEN THE HOLDERS
OF FIRST LIEN LAST OUT NOTES ON THE ONE HAND, AND THE HOLDERS OF OBLIGATIONS
HEREUNDER, ON THE OTHER HAND, ARE SET FORTH IN THE INTERCREDITOR AGREEMENT.
(a) EACH LENDER AUTHORIZES AND INSTRUCTS THE COLLATERAL AGENTS AND THE
ADMINISTRATIVE AGENTS TO ENTER INTO THE SECURITY DOCUMENTS ON BEHALF OF THE
LENDERS, AND TO TAKE ALL ACTIONS (AND EXECUTE ALL DOCUMENTS) REQUIRED (OR DEEMED
ADVISABLE) BY IT IN ACCORDANCE WITH THE TERMS OF THE SECURITY DOCUMENTS AND THE
INTERCREDITOR AGREEMENT. EACH LENDER AUTHORIZES AND INSTRUCTS THE COLLATERAL
AGENTS AND THE ADMINISTRATIVE AGENTS TO ENTER INTO THE INTERCREDITOR AGREEMENT
AMENDMENT AND RATIFIES THE TERMS OF THE INTERCREDITOR AGREEMENT AS AMENDED
THEREBY.
(b) THE PROVISIONS OF THIS SUBSECTION 11.18 ARE NOT INTENDED TO SUMMARIZE
ALL RELEVANT 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 NEITHER
THE ADMINISTRATIVE AGENT NOR THE COLLATERAL AGENT OR ANY OF ITS RESPECTIVE
AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER
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AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE
INTERCREDITOR AGREEMENT. EACH LENDER IS FURTHER AWARE THAT THE U.S. COLLATERAL
AGENT MAY ALSO ACT IN AN AGENCY CAPACITY PURSUANT TO EACH FIRST LIEN LAST OUT
NOTE INDENTURE, AND EACH LENDER HEREBY IRREVOCABLY WAIVES ANY OBJECTION THERETO
OR CAUSE OF ACTION ARISING THEREFROM.
11.19 Special Provisions Regarding Pledges of Capital Stock in, and
Promissory Notes Owed by, Persons Not Organized in the U.S. or Canada. (a) To
the extent any Security Document requires or provides