ENTITLEMENT ORDER, EQUIPMENT, ELECTRONIC CHATTEL PAPER, FARM PRODUCTS,
FIXTURES, GENERAL INTANGIBLES, GOODS, HEALTH-CARE-INSURANCE RECEIVABLE,
INSTRUMENT, INVENTORY, LETTER OF CREDIT RIGHT, MANUFACTURED HOME, MONEY, PAYMENT
INTANGIBLE, PROCEEDS,
RECORD, SECURITIES ACCOUNT, SECURITIES INTERMEDIARY,
SECURITY CERTIFICATE, SECURITY ENTITLEMENT, SUPPORTING OBLIGATIONS, TANGIBLE
CHATTEL PAPER AND UNCERTIFICATED SECURITY.
(B)
ALL OTHER CAPITALIZED TERMS USED HEREIN
(INCLUDING THE PREAMBLE AND RECITALS HERETO) AND NOT OTHERWISE DEFINED HEREIN
SHALL HAVE THE MEANINGS ASCRIBED THERETO IN THE CREDIT AGREEMENT.
THE
INCORPORATION BY REFERENCE OF TERMS DEFINED IN THE CREDIT AGREEMENT SHALL
SURVIVE ANY TERMINATION OF THE CREDIT AGREEMENT UNTIL THIS AGREEMENT IS
TERMINATED AS PROVIDED IN SECTION 11 HEREOF.
ANY OF THE TERMS DEFINED HEREIN
MAY, UNLESS THE CONTEXT OTHERWISE REQUIRES, BE USED IN THE SINGULAR OR THE
PLURAL, DEPENDING ON THE REFERENCE.
REFERENCES HEREIN TO ANY SECTION, APPENDIX,
SCHEDULE OR EXHIBIT SHALL BE TO A SECTION, AN APPENDIX, A SCHEDULE OR AN
EXHIBIT, AS THE CASE MAY BE, HEREOF UNLESS OTHERWISE SPECIFICALLY PROVIDED.
ANY
REFERENCES IN THIS AGREEMENT TO "ARTICLES" AND/OR "SECTIONS" WHICH MAKE
REFERENCE TO ANY PARTICULAR PIECE OF LEGISLATION OR STATUTE, INCLUDING, WITHOUT
LIMITATION, THE BANKRUPTCY CODE AND/OR THE UCC SHALL FOR GREATER CERTAINTY MEAN
THE EQUIVALENT SECTION IN THE APPLICABLE PIECE OF LEGISLATION TO THE EXTENT THAT
THE CONTEXT IMPLIES REFERENCE TO SUCH OTHER SIMILAR OR EQUIVALENT LEGISLATION AS
IN EFFECT FROM TIME TO TIME IN ANY OTHER APPLICABLE JURISDICTION, AS
APPLICABLE.
SECTION HEADINGS IN THIS AGREEMENT ARE INCLUDED HEREIN FOR
CONVENIENCE OF REFERENCE ONLY AND SHALL NOT CONSTITUTE A PART OF THIS AGREEMENT
FOR ANY OTHER PURPOSE OR BE GIVEN ANY SUBSTANTIVE EFFECT.
THE USE HEREIN OF THE
WORD "INCLUDE" OR "INCLUDING", WHEN FOLLOWING ANY GENERAL STATEMENT, TERM OR
MATTER, SHALL NOT BE CONSTRUED TO LIMIT SUCH STATEMENT, TERM OR MATTER TO THE
SPECIFIC ITEMS OR MATTERS SET FORTH IMMEDIATELY FOLLOWING SUCH WORD OR TO
SIMILAR ITEMS OR MATTERS, WHETHER OR NOT NON-LIMITING LANGUAGE (SUCH AS "WITHOUT
LIMITATION" OR "BUT NOT LIMITED TO" OR WORDS OF SIMILAR IMPORT) IS USED WITH
REFERENCE THERETO, BUT RATHER SHALL BE DEEMED TO REFER TO ALL OTHER ITEMS OR
MATTERS THAT FALL WITHIN THE BROADEST POSSIBLE SCOPE OF SUCH GENERAL STATEMENT,
TERM OR MATTER.
THE TERMS LEASE AND LICENSE SHALL INCLUDE SUB-LEASE AND
SUB-LICENSE, AS APPLICABLE.
IF ANY CONFLICT OR INCONSISTENCY EXISTS BETWEEN
THIS AGREEMENT AND THE CREDIT AGREEMENT, THE CREDIT AGREEMENT SHALL GOVERN.
ALL
REFERENCES HEREIN TO PROVISIONS OF THE UCC SHALL INCLUDE ALL SUCCESSOR
PROVISIONS UNDER ANY SUBSEQUENT VERSION OR AMENDMENT TO ANY ARTICLE OF THE UCC.
1.3
Intercreditor Agreement.
All rights and
obligations of the Collateral Agent under this Agreement shall be subject to the
Intercreditor Agreement.
Notwithstanding anything to the contrary contained
herein, the Liens and security interests granted to the Collateral Agent
pursuant to this Agreement and the exercise of any right or remedy by the
Collateral Agent hereunder are subject in all respects to the provisions of the
Intercreditor Agreement.
In the event of any conflict between the terms of the
Intercreditor Agreement and this Agreement, such conflict shall be resolved