ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY).
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
SECTION 10.16
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), BORROWER 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 ARRANGER ARE ARM'S-LENGTH
COMMERCIAL TRANSACTIONS BETWEEN BORROWER AND ITS AFFILIATES, ON THE ONE HAND,
AND THE ADMINISTRATIVE AGENT AND THE ARRANGER, ON THE OTHER HAND, (B) BORROWER
HAS CONSULTED ITS OWN LEGAL, ACCOUNTING, REGULATORY AND TAX ADVISORS TO THE
EXTENT IT HAS DEEMED
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APPROPRIATE, AND (C) BORROWER 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 THE
ARRANGER EACH 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 BORROWER OR ANY OF ITS
AFFILIATES, OR ANY OTHER PERSON AND (B) NEITHER THE ADMINISTRATIVE AGENT NOR THE
ARRANGER HAS ANY OBLIGATION TO BORROWER OR ANY OF ITS 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 ARRANGER AND THEIR RESPECTIVE AFFILIATES MAY BE ENGAGED IN A BROAD RANGE
OF TRANSACTIONS THAT INVOLVE INTERESTS THAT DIFFER FROM THOSE OF BORROWER AND
ITS AFFILIATES, AND NEITHER THE ADMINISTRATIVE AGENT NOR THE ARRANGER HAS ANY
OBLIGATION TO DISCLOSE ANY OF SUCH INTERESTS TO BORROWER OR ANY OF ITS
AFFILIATES.
TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER HEREBY WAIVES AND
RELEASES ANY CLAIMS THAT IT MAY HAVE AGAINST THE ADMINISTRATIVE AGENT AND THE
ARRANGER WITH RESPECT TO ANY BREACH OR ALLEGED BREACH OF AGENCY OR FIDUCIARY
DUTY IN CONNECTION WITH ANY ASPECT OF ANY TRANSACTION CONTEMPLATED HEREBY.
SECTION 10.17
USA PATRIOT ACT NOTICE.
EACH LENDER THAT IS SUBJECT TO THE
ACT (AS HEREINAFTER DEFINED) AND THE ADMINISTRATIVE AGENT (FOR ITSELF AND NOT ON
BEHALF OF ANY LENDER) HEREBY NOTIFIES BORROWER THAT PURSUANT TO THE REQUIREMENTS
OF THE USA PATRIOT ACT (TITLE III OF PUB. L.