SECTION 11. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Underwriters shall be directed to the Representatives at: Merrill Lynch, Pierce, Fenner & Smith Incorporated at One Bryant Park, New York, New York 10036, attention of Syndicate Department (Fax: (646) 855-3073), with a copy to ECM Legal (Fax: (212) 230-8730) and Goldman Sachs & Co. LLC at 200 West Street, New York, New York 10282-2198, attention of Registration Department; notices to the Transaction Entities shall be directed to them at 10 Glenlake Parkway, South Tower, Suite 600, Atlanta, Georgia 30328, attention of Marc Smernoff (email: ***@***), with a copy to King & Spalding LLP, 1180 Peachtree Street, N.E., Atlanta, GA 30309, Attention: C. Spencer Johnson, III; and notices to the Selling Shareholders shall be directed to: (i) YF ART Holdings, L.P., c/o The Yucaipa Companies LLC, 9130 W. Sunset Blvd., Los Angeles, CA 90069, attention of Robert P. Bermingham, with a copy to Munger, Tolles & Olson, LLP, 350 S. Grand Ave., 50th Floor, Los Angeles, CA 90071, attention of Judith T. Kitano; and (ii) each of GS Capital Partners VI Fund, L.P., GS Capital Partners VI Parallel, L.P., GSCP VI Offshore IceCap Investment, L.P., GSCP VI GmbH IceCap Investment, L.P. and IceCap2 Holdings, L.P., c/o GS Capital Partners VI Fund, L.P., 200 West Street, New York, NY 10282-2198, attention of Bradley Gross, with a copy to Fried, Frank, Harris, Shriver & Jacobson LLP, One New York Plaza, New York, NY 10004, attention of Robert Schwenkel.
SECTION 12. No Advisory or Fiduciary Relationship. Each of the Transaction Entities and each Selling Shareholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arms-length commercial transaction among the Transaction Entities and the Selling Shareholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each of the Underwriters is and has been acting solely as a principal and is not the agent or fiduciary of either of the Transaction Entities or any of their respective subsidiaries or any Selling Shareholder, or their respective shareholders, unitholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Transaction Entities or any Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising either of the Transaction Entities or any of their respective subsidiaries or any Selling Shareholder on other matters) and no Underwriter has any obligation to the Transaction Entities or any Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of any of the Transaction Entities or any Selling Shareholder, and (e) the Underwriters have not provided any business, legal, accounting, regulatory or tax advice with respect to the offering of the Securities and each of the Transaction Entities and each Selling Shareholder has consulted its own business, legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.
SECTION 13. Recognition of the U.S. Special Resolution Regimes.
(a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.