commitment reduction
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shall be applied to reduce the RCF Commitments in accordance with the provisions
of the Credit Agreement.
16. Subsection 10.9 of the Credit Agreement is hereby amended by inserting
the text ", the First Lien Intercreditor Agreement" immediately before (i) the
text "and the Intercreditor Agreement" appearing in the first sentence of clause
(a) of such subsection and (ii) the text "or the Intercreditor Agreement"
appearing in clause (a) of such subsection.
17. Section 11 of the Credit Agreement is hereby amended by inserting the
following new subsection 11.23 in the appropriate sequence:
"11.23 FIRST LIEN INTERCREDITOR AGREEMENT. EACH LENDER PARTY HERETO
UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT IT IS THE INTENTION OF THE PARTIES
HERETO THAT THE OBLIGATIONS ARE INTENDED TO CONSTITUTE A DISTINCT AND SEPARATE
CLASS FROM THE FIRST LIEN LAST OUT OBLIGATIONS (AS DEFINED IN THE FIRST LIEN
INTERCREDITOR AGREEMENT). EACH LENDER FURTHER UNDERSTANDS, ACKNOWLEDGES AND
AGREES THAT THE PROVISIONS SETTING FORTH THE PRIORITIES AS BETWEEN THE HOLDERS
OF FIRST LIEN LAST OUT OBLIGATIONS ON THE ONE HAND, AND THE HOLDERS OF
OBLIGATIONS HEREUNDER, ON THE OTHER HAND, ARE SET FORTH IN THE FIRST LIEN
INTERCREDITOR AGREEMENT.
(a) EACH LENDER AUTHORIZES AND INSTRUCTS THE U.S. COLLATERAL AGENT TO
ENTER INTO THE FIRST LIEN 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 FIRST LIEN INTERCREDITOR AGREEMENT.
(b) THE PROVISIONS OF THIS SUBSECTION 11.23 ARE NOT INTENDED TO
SUMMARIZE ALL RELEVANT PROVISIONS OF THE FIRST LIEN INTERCREDITOR AGREEMENT.
REFERENCE MUST BE MADE TO THE FIRST LIEN INTERCREDITOR AGREEMENT ITSELF TO
UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER IS RESPONSIBLE FOR
MAKING ITS OWN ANALYSIS AND REVIEW OF THE FIRST LIEN INTERCREDITOR AGREEMENT AND
THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE U.S. ADMINISTRATIVE AGENT NOR
THE U.S. COLLATERAL AGENT OR ANY OF THEIR RESPECTIVE AFFILIATES MAKES ANY
REPRESENTATION TO ANY LENDER AS TO THE SUFFICIENCY OR ADVISABILITY OF THE
PROVISIONS CONTAINED IN THE FIRST LIEN INTERCREDITOR AGREEMENT. EACH LENDER IS
FURTHER AWARE THAT THE U.S. COLLATERAL AGENT MAY ALSO ACT IN AN AGENCY CAPACITY
PURSUANT TO EACH FIRST LIEN LAST OUT NOTE INDENTURE, AND EACH LENDER HEREBY
IRREVOCABLY WAIVES ANY OBJECTION THERETO OR CAUSE OF ACTION ARISING THEREFROM."
18. The Credit Agreement is hereby further amended by adding Exhibit N to
the Credit Agreement in the form of Exhibit N attached hereto.
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II.
Amendment of Intercreditor Agreement.
1. By delivery of an executed counterpart to this First Amendment, each
Lender party hereto hereby consents to and directs the execution and delivery on
its behalf by the U.S. Collateral Agent of the First Amendment to the
Intercreditor Agreement, substantially in the form of Exhibit A hereto.
III.
Miscellaneous Provisions.
1. In order to induce the Lenders to enter into this First Amendment,
Holdings and each Borrower hereby represent and warrant that:
(a) no Default or Event of Default exists as of the First