said jurisdictions (to the extent said Equity
Interests are owned by any Loan Party).
11.17
Waiver of Sovereign Immunity. Each of the Loan Parties, in respect of
itself, its Subsidiaries, its process agents, and its properties and revenues,
hereby irrevocably agrees that, to the extent that Parent, the Borrowers, or any
of their respective Subsidiaries or any of its properties has or may hereafter
acquire any right of immunity, whether characterized as sovereign immunity or
otherwise, from any legal proceedings, whether in the United States or
elsewhere, to enforce or collect upon the Loans or any Loan Document or any
other liability or obligation of Parent, the Borrowers, or any of their
respective Subsidiaries related to or arising from the transactions contemplated
by any of the Loan Documents, including, without limitation, immunity from
service of process, immunity from jurisdiction or judgment of any court or
tribunal, immunity from execution of a judgment, and immunity of any of its
property from attachment prior to any entry of judgment, or from attachment in
aid of execution upon a judgment, Parent and the Borrowers, for themselves and
on behalf of their respective Subsidiaries, hereby expressly waive, to the
fullest extent permissible under applicable law, any such immunity, and agree
not to assert any such right or claim in any such proceeding, whether in the
United States or elsewhere. Without limiting the generality of the foregoing,
Parent and the Lead Borrower further agree that the waivers set forth in this
Section 13.17 shall have the fullest extent permitted under the Foreign
Sovereign Immunities Act of 1976 of the United States and are intended to be
irrevocable for purposes of such Act.
11.18
INTERCREDITOR AGREEMENT.
(b)
EACH LENDER, ISSUING BANK AND OTHER SECURED PARTY (I) UNDERSTANDS,
ACKNOWLEDGES AND AGREES THAT IT (AND EACH OF ITS SUCCESSORS AND ASSIGNS) AND
EACH OTHER SECURED PARTY (AND EACH OF THEIR SUCCESSORS AND ASSIGNS) SHALL BE
BOUND BY THE TERMS AND CONDITIONS OF THE INTERCREDITOR AGREEMENT, WHICH IN
CERTAIN CIRCUMSTANCES MAY REQUIRE (AS MORE FULLY PROVIDED THEREIN) THE TAKING OF
CERTAIN ACTIONS BY THE LENDERS OR OTHER SECURED PARTIES, INCLUDING THE PURCHASE
AND SALE OF PARTICIPATIONS BY VARIOUS LENDERS TO EACH OTHER IN ACCORDANCE WITH
THE TERMS THEREOF, AND (II) WITHOUT LIMITING ANYTHING ELSE CONTAINED HEREIN,
AUTHORIZES THE AGENT TO ENTER INTO ANY "ADDITIONAL DEBT INTERCREDITOR AGREEMENT"
OR ANY "PERMITTED JUNIOR DEBT INTERCREDITOR AGREEMENT" (IN EACH CASE, AS DEFINED
HEREIN) AND ANY OTHER INTERCREDITOR OR SUBORDINATION AGREEMENT (AND ANY
AMENDMENTS, AMENDMENTS AND RESTATEMENTS, RESTATEMENTS OR WAIVERS OF OR
SUPPLEMENTS TO OR OTHER MODIFICATIONS TO, ANY OF THE FOREGOING) AND TO TAKE ALL
ACTIONS (AND EXECUTE ALL DOCUMENTS) REQUIRED (OR OTHERWISE DEEMED ADVISABLE BY
THE AGENT) IN CONNECTION WITH THE INCURRENCE BY ANY LOAN PARTY OF ANY
INDEBTEDNESS PERMITTED HEREUNDER, IN ORDER TO PERMIT SUCH INDEBTEDNESS TO BE
SECURED BY A VALID, PERFECTED LIEN (IF PERMITTED HEREUNDER) AND/OR TO HAVE THE
PRIORITY CONTEMPLATED HEREBY AND EACH LENDER, ISSUING BANK AND OTHER
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SECURED PARTY ACKNOWLEDGES THAT ANY SUCH INTERCREDITOR