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 REVOLVER SECURED CREDITORS AND THE TERM AND NOTE SECURED CREDITORS AND THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS WITH RESPECT TO THE COLLATERAL, AND NO OTHER
PERSON, FIRM, ENTITY OR CORPORATION 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 REVOLVER COLLATERAL AGENT AND THE TERM AND NOTE
COLLATERAL AGENT MAY BE REFERRED TO IN ONE OR MORE SECURITY DOCUMENTS BY OTHER
DEFINED TERMS, INCLUDING, WITHOUT LIMITATION, THE "REVOLVING CREDIT AGREEMENT
COLLATERAL AGENT" AND THE "TERM CREDIT AGREEMENT COLLATERAL AGENT",
RESPECTIVELY.
NO SUCH USE OF SUCH DIFFERENT TERMINOLOGY IS INTENDED TO AFFECT
THE ENFORCEMENT OF THIS AGREEMENT OR ANY OTHER SECURITY DOCUMENT.
THIS
AGREEMENT SHALL NOT INURE TO THE BENEFIT OF THE BORROWER OR ANY SUBSIDIARY
THEREOF, OR 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 SHALL
IMMEDIATELY TERMINATE AND CEASE TO BE EFFECTIVE AND THE BANK AGENTS, THE
LENDERS, THE SENIOR SECURED NOTEHOLDERS, THE SENIOR SECURED NOTES TRUSTEE, AND
THE CREDIT PARTIES SHALL BE RELEASED FROM THEIR RESPECTIVE OBLIGATIONS HEREUNDER
(OTHER THAN SUCH OBLIGATIONS THAT BY THEIR TERMS ARE STATED TO SURVIVE THE
TERMINATION OF THIS AGREEMENT); PROVIDED, HOWEVER, (A) THIS AGREEMENT SHALL BE
AUTOMATICALLY REINSTATED IF AT ANY TIME PAYMENT OF, IN WHOLE OR IN PART, ANY OF
THE BANK OBLIGATIONS ARE CHALLENGED BY THE INITIATION OF ANY SUIT OR PROCEEDING
BY ANY PARTY, OR ARE RESCINDED OR MUST OTHERWISE BE RESTORED OR RETURNED BY ANY
BANK AGENT OR ANY LENDER AS A PREFERENCE, FRAUDULENT CONVEYANCE OR OTHERWISE
UNDER ANY BANKRUPTCY, INSOLVENCY OR SIMILAR LAW, OR UNDER ANY OTHER STATE OR
FEDERAL LAW, THE COMMON LAW OR ANY RULING IN EQUITY, ALL AS THOUGH SUCH PAYMENT
HAD NOT BEEN MADE, AND IN SUCH EVENT, ALL REASONABLE DOCUMENTED COSTS AND
EXPENSES (INCLUDING, WITHOUT LIMITATION, ANY REASONABLE DOCUMENTED LEGAL FEES
AND DISBURSEMENTS) INCURRED