OR SELL THE LICENSES AND THE COLLATERAL
SECURING THE
103
OBLIGATIONS, AND TO EXERCISE ALL REMEDIES AVAILABLE TO THEM UNDER THIS
AGREEMENT, THE LOAN DOCUMENTS, THE UNIFORM COMMERCIAL CODE OR OTHER APPLICABLE
LAW.
THEREFORE, THE PARTIES AGREE THAT, IN THE EVENT OF CHANGES IN LAW OR
GOVERNMENTAL POLICY OCCURRING AFTER THE DATE HEREOF THAT AFFECT IN ANY MANNER
THE ADMINISTRATIVE AGENT'S OR THE LENDERS' RIGHTS OF ACCESS TO, OR USE OR SALE
OF, THE LICENSES OR SUCH COLLATERAL, OR THE PROCEDURES NECESSARY TO ENABLE THE
ADMINISTRATIVE AGENT OR THE LENDERS TO OBTAIN SUCH RIGHTS OF ACCESS, USE OR
SALE, THE ADMINISTRATIVE AGENT, THE LENDERS, THE PARENT AND THE BORROWER SHALL
AMEND THIS AGREEMENT AND THE LOAN DOCUMENTS IN SUCH MANNER AS THE ADMINISTRATIVE
AGENT SHALL REASONABLY REQUEST, IN ORDER TO PROVIDE THE ADMINISTRATIVE AGENT AND
THE LENDERS SUCH RIGHTS TO THE GREATEST EXTENT POSSIBLE CONSISTENT WITH THEN
APPLICABLE LAW AND GOVERNMENTAL POLICY.
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 THE BORROWER THAT 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 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WILL BE SUPERSEDED IN FULL BY THE PROVISIONS OF THIS AGREEMENT, NOTWITHSTANDING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