ANY CONFLICT BETWEEN THE PROVISIONS OF THIS AGREEMENT AND
THE PROVISIONS OF ANY LOAN DOCUMENT, THE PROVISIONS OF THIS AGREEMENT SHALL
CONTROL.
SECTION 21.
AMENDMENTS AND WAIVERS.
THIS AGREEMENT CONSTITUTES THE
ENTIRE AGREEMENT OF THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF
AND DOES NOT AFFECT ANY RIGHTS AND REMEDIES EXCEPT AS EXPRESSLY PROVIDED HEREIN.
THIS AGREEMENT SHALL BE AMENDED, MODIFIED OR WAIVED ONLY WITH THE WRITTEN
CONSENT OF THE BANK AND NOTE COLLATERAL AGENT (WITH SUCH WRITTEN REQUISITE
CONSENT OF THE LENDERS AS MAY BE REQUIRED PURSUANT TO SECTION 12.1 OF THE CREDIT
AGREEMENT), EXCEPT THAT (I) WRITTEN CONSENT OF THE SENIOR SECURED NOTES TRUSTEE
SHALL BE REQUIRED IF THE AMENDMENT, MODIFICATION OR WAIVER OR VARIANCE WOULD
MATERIALLY ADVERSELY AFFECT THE RIGHTS AND BENEFITS OF THE SENIOR SECURED NOTES
TRUSTEE OR THE SENIOR SECURED NOTEHOLDERS IN A DIFFERENT MANNER FROM THE OTHER
SECURED CREDITORS; AND (II) WRITTEN CONSENT OF THE BORROWER SHALL BE REQUIRED IF
THE AMENDMENT, MODIFICATION OR WAIVER WOULD IMPOSE, OR HAVE THE EFFECT OF
IMPOSING, ON THE BORROWER MORE RESTRICTIVE COVENANTS OR GREATER OBLIGATIONS THAN
THOSE APPLICABLE TO THE BORROWER UNDER THIS AGREEMENT OR ANY OF THE LOAN
DOCUMENTS AS OF THE DATE HEREOF.
NO WAIVER SHALL BE DEEMED TO BE MADE BY EITHER
COLLATERAL AGENT OF THEIR RESPECTIVE RIGHTS HEREUNDER, UNLESS THE SAME SHALL BE
IN WRITING SIGNED BY SUCH COLLATERAL AGENT (ACTING IN ACCORDANCE WITH THIS
SECTION 21), AND EACH WAIVER, IF ANY, SHALL BE A WAIVER ONLY WITH RESPECT TO THE
SPECIFIC INSTANCE INVOLVED AND SHALL IN NO WAY IMPAIR THE RIGHTS OF SUCH
COLLATERAL AGENT, IN ANY OTHER RESPECT AT ANY OTHER TIME.
SECTION 22.
MISCELLANEOUS.
THIS AGREEMENT IS SOLELY FOR THE PURPOSE
OF DEFINING THE RELATIVE RIGHTS AND PRIORITIES OF THE PARTIES HERETO AND THAT OF
THE SECURED CREDITORS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS WITH RESPECT
TO THE COLLATERAL, AND NO OTHER PERSON SHALL HAVE ANY RIGHT, BENEFIT, PRIORITY
OR INTEREST UNDER, OR BECAUSE OF THE EXISTENCE OF, THIS AGREEMENT.
IT IS
EXPRESSLY ACKNOWLEDGED AND AGREED THAT THE BANK AND NOTE COLLATERAL AGENT MAY BE
REFERRED TO IN ONE OR MORE SECURITY DOCUMENTS BY OTHER DEFINED TERMS, INCLUDING,
WITHOUT LIMITATION, THE "COLLATERAL AGENT" OR "SECURITY TRUSTEE".
NO SUCH USE
OF SUCH DIFFERENT TERMINOLOGY IS INTENDED TO AFFECT THE ENFORCEMENT OF THIS
AGREEMENT OR ANY OTHER SECURITY
16
DOCUMENT.
THIS AGREEMENT SHALL NOT INURE TO THE BENEFIT OF THE BORROWER NOR TO
ANY SUBSIDIARY OF THE BORROWER, NOR TO THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
THE PARTIES HERETO AGREE AND ACKNOWLEDGE THAT THEY SHALL NOT CHALLENGE OR
QUESTION IN ANY PROCEEDING THE VALIDITY, PERFECTION, PRIORITY OR ENFORCEABILITY
OF THIS AGREEMENT, AS A WHOLE, OR ANY TERM OR PROVISION CONTAINED HEREIN.
WITHOUT LIMITING THE TERMS OF THIS AGREEMENT, THE PARTIES INTEND THAT THIS
AGREEMENT SHALL BE ENFORCEABLE IN A BANKRUPTCY PROCEEDING, INCLUDING PURSUANT TO
SECTION 510(A) OF THE BANKRUPTCY CODE.
SECTION 23.
TERMINATION.
UPON THE ONE HUNDRED TWENTY-FIRST (121ST)
DAY AFTER ALL BANK OBLIGATIONS HAVE BEEN FULLY PAID, THIS AGREEMENT