IN
ACCORDANCE WITH THE TERMS OF THE INTERCREDITOR AGREEMENT.
NOTWITHSTANDING
ANYTHING HEREIN OR IN ANY OTHER LOAN DOCUMENT TO THE CONTRARY, THE LIENS AND
SECURITY INTERESTS GRANTED TO THE ADMINISTRATIVE AGENT PURSUANT TO THE VARIOUS
COLLATERAL DOCUMENTS AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE
ADMINISTRATIVE AGENT PURSUANT TO THE COLLATERAL DOCUMENTS ARE SUBJECT TO THE
PROVISIONS OF THE INTERCREDITOR AGREEMENT.
THE INTERCREDITOR AGREEMENT ALSO
CONTAINS CERTAIN PROVISIONS PROVIDING FOR RELEASES OF GUARANTORS AND/OR
COLLATERAL PURSUANT TO THE LOAN DOCUMENTS IN THE EVENT THAT SUCH GUARANTORS
AND/OR COLLATERAL ARE RELEASED PURSUANT TO THE FIRST LIEN LOAN DOCUMENTS.
PURSUANT TO THE EXPRESS TERMS OF SECTION 2.02 OF THE INTERCREDITOR AGREEMENT, IN
THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND
ANY OF THE LOAN DOCUMENTS, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL
GOVERN AND CONTROL.
(b)
EACH LENDER (I) AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT
TO ENTER INTO THE INTERCREDITOR AGREEMENT ON BEHALF OF THE LENDERS, AND TO TAKE
ALL ACTIONS (AND EXECUTE ALL DOCUMENTS) REQUIRED (OR DEEMED ADVISABLE) BY IT IN
ACCORDANCE WITH THE TERMS OF THE INTERCREDITOR AGREEMENT, AND (II) AGREES TO BE
BOUND BY THE TERMS OF THE INTERCREDITOR AGREEMENT.
122
(c)
THE PROVISIONS OF THIS SECTION 10.24 ARE NOT INTENDED TO SUMMARIZE
ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS
ATTACHED AS AN EXHIBIT TO THIS AGREEMENT.
REFERENCE MUST BE MADE TO THE
INTERCREDITOR AGREEMENT ITSELF 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 THE
ADMINISTRATIVE 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.
EACH LENDER IS FURTHER AWARE THAT THE ADMINISTRATIVE
AGENT IS ALSO ACTING IN AN ADMINISTRATIVE AGENCY CAPACITY UNDER, AND AS DEFINED
IN, THE FIRST LIEN LOAN DOCUMENTS, AND EACH LENDER HEREBY IRREVOCABLY WAIVES ANY
OBJECTION THERETO OR CAUSE OF ACTION ARISING THEREFROM.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
123
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
GVR HOLDCO 1 LLC,
By:
/s/ Thomas M. Friel
Name: Thomas M. Friel
Title: Senior Vice President & Treasurer
STATION GVR ACQUISITION, LLC
By:
/s/ Thomas M. Friel
Name: Thomas M. Friel
Title: Senior Vice President & Treasurer
JEFFERIES FINANCE LLC, as Joint Lead Arranger, Joint Book Runner and
Administrative Agent, Lender
By:
/s/ E.J. Hess
Name: E.J. Hess
Title: Managing Director
GOLDMAN SACHS LENDING PARTNERS LLC, as Joint Lead Arranger, Joint Book Runner
and Lender
By:
/s/ Robert Ehudin
Name: Robert Ehudin
Title: Authorized Signatory