and the
other Loan Documents. This Agreement is not intended to constitute, and does not
constitute, a novation of the obligations and liabilities under the Existing
Loan Documents or to evidence a termination or payment of all or any portion of
such obligations and liabilities or the Liens securing such obligations and
liabilities (other than with respect to all Mortgages which shall be terminated
in connection with the amendment and restatement contemplated hereby).
15.20.3
Effect on Existing Loan and Security Documents and on the
Obligations. On and after the Closing Date, (a) the Existing Loan Documents
(other than the Letter of Credit Application (as defined in the Existing Credit
Agreement) for each Existing Letter of Credit) shall be of no further force and
effect except as amended and restated hereby and by the other Loan Documents and
(b) the terms and conditions of this Agreement and the other Loan Documents
shall apply to all Obligations incurred under (and as defined in) the Existing
Loan Documents, including the Existing Letters of Credit.
15.20.4
Reaffirmation of Liens. Each Obligor reaffirms the Liens granted
pursuant to the Existing Loan Documents to the Existing Agent, which Liens shall
continue in full force and effect in favor of the Agent and the Secured Parties
and shall continue to secure the Obligations.
15.20.5
Loans Under the Existing Credit Agreement. Each of the Borrowers
acknowledges and agrees that as of the Closing Date as follows:
(a)
the outstanding principal amount of Revolving Loans under (and as defined
in) the Existing Credit Agreement are continued as Revolver Loans hereunder;
(b)
Existing Letters of Credit are continued as Letters of Credit hereunder;
and
(c)
upon the payment of all accrued and unpaid interest as of the Closing
Date on all outstanding LIBOR Loans under (and as defined in) the Existing
Credit Agreement, all such Loans shall be deemed US Base Rate Loans as of the
Closing Date.
15.21
Intercreditor Agreement.
(a)
EACH LENDER PARTY HERETO (i) UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT IT
(AND EACH OF ITS SUCCESSORS AND PERMITTED ASSIGNS) AND EACH OTHER LENDER (AND
EACH OF THEIR SUCCESSORS AND PERMITTED ASSIGNS) SHALL BE BOUND BY THE
INTERCREDITOR AGREEMENT, (ii) CONFIRMS THAT IT HAS RECEIVED AND FULLY REVIEWED
THE INTERCREDITOR AGREEMENT (iii) AUTHORIZES AND DIRECTS AGENT TO ENTER INTO THE
INTERCREDITOR AGREEMENT ON ITS BEHALF, AND (iv) AGREES THAT ANY ACTION TAKEN BY
AGENT PURSUANT TO THE INTERCREDITOR AGREEMENT SHALL BE BINDING UPON SUCH LENDER.
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(b)
THE PROVISIONS OF THIS SECTION 15.21 ARE NOT INTENDED TO SUMMARIZE OR
FULLY DESCRIBE THE PROVISIONS OF THE INTERCREDITOR AGREEMENT. REVIEW OF THE
INTERCREDITOR AGREEMENT ITSELF MUST BE UNDERTAKEN 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 AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER
AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE
INTERCREDITOR AGREEMENT.
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