(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 OR THE ADMINISTRATIVE
AGENT, AS APPLICABLE, TO IDENTIFY THE BORROWER IN ACCORDANCE WITH THE ACT.
10.18
TIME OF THE ESSENCE.
TIME IS OF THE ESSENCE OF THE LOAN DOCUMENTS.
10.19
DESIGNATION AS SENIOR INDEBTEDNESS.
ALL OBLIGATIONS SHALL (I) BE
"DESIGNATED SENIOR INDEBTEDNESS" FOR PURPOSES OF AND AS DEFINED IN THAT CERTAIN
INDENTURE, AND ALL SUPPLEMENTAL INDENTURES THERETO, AND (II) BE TREATED AS
SENIOR INDEBTEDNESS AT LEAST PARI PASSU WITH RESPECT TO ALL OTHER INDENTURES AND
OTHER INDEBTEDNESS OF THE PARENT, THE BORROWER AND THEIR RESTRICTED
SUBSIDIARIES.
10.20
COMMITMENT LETTER.
THE PROVISIONS OF THAT CERTAIN COMMITMENT
LETTER, DATED AS OF MAY 10, 2007, AMONG THE BORROWER, BANK OF AMERICA, THE
ARRANGERS AND CHASE RELATING TO THE INDEMNIFICATION BY THE BORROWER AND THE
PAYMENT BY THE BORROWER OF COSTS AND EXPENSES OF THE PARTIES THERETO WILL BE
SUPERSEDED IN FULL BY THE PROVISIONS OF THIS AGREEMENT, NOTWITHSTANDING THE
SURVIVAL PROVISIONS IN SUCH LETTER.
10.21
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 BORROWER AND PARENT ACKNOWLEDGES AND AGREES, AND
ACKNOWLEDGES ITS AFFILIATES' UNDERSTANDING, THAT: (I) (A) THE ARRANGING AND
OTHER SERVICES REGARDING THIS AGREEMENT PROVIDED BY THE ADMINISTRATIVE AGENT,
THE SYNDICATION AGENT AND THE ARRANGERS ARE ARM'S-LENGTH COMMERCIAL TRANSACTIONS
BETWEEN THE BORROWER, PARENT AND THEIR RESPECTIVE AFFILIATES, ON THE ONE HAND,
AND THE ADMINISTRATIVE AGENT, THE SYNDICATION AGENT AND THE ARRANGERS, ON THE
OTHER HAND, (B) EACH OF THE BORROWER AND PARENT HAS CONSULTED ITS OWN LEGAL,
ACCOUNTING, REGULATORY AND TAX ADVISORS TO THE EXTENT IT HAS DEEMED APPROPRIATE,
AND (C) EACH OF THE BORROWER AND PARENT IS CAPABLE OF EVALUATING, AND
UNDERSTANDS
134
AND ACCEPTS, THE TERMS, RISKS AND CONDITIONS OF THE TRANSACTIONS CONTEMPLATED
HEREBY AND BY THE OTHER LOAN DOCUMENTS; (II) (A) EACH OF THE ADMINISTRATIVE
AGENT, THE SYNDICATION AGENT AND THE ARRANGERS 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 BORROWER, PARENT OR ANY OF THEIR RESPECTIVE AFFILIATES, OR ANY OTHER
PERSON AND (B) NONE OF THE ADMINISTRATIVE AGENT, THE SYNDICATION AGENT OR ANY
ARRANGER HAS ANY OBLIGATION TO THE BORROWER, PARENT, 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, THE SYNDICATION 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 BORROWER, THE PARENT AND THEIR
RESPECTIVE AFFILIATES, AND NONE OF THE ADMINISTRATIVE AGENT, THE SYNDICATION
AGENT AND