First Lien Collateral, the Senior Lenders, and (b) at all times prior to (but
not on or after) the 2004 Notes First Lien Transition Date, with respect to the
2004 Notes First Lien Collateral, the 2004 Noteholders.
"Subsidiary" means any "Subsidiary" of the Company, as defined in the Indentures
or the Senior Credit Agreement.
"Swap Agreement" means any agreement with respect to any swap, spot, forward,
future or derivative transaction or option or similar agreement involving, or
settled by reference to, one or more rates, currencies, commodities, equity or
debt instruments or securities, or economic, financial or pricing indices or
measures of economic, financial or pricing risk or value or any similar
transaction or any combination of these transactions.
"Uniform Commercial Code" or "UCC" means the Uniform Commercial Code as from
time to time in effect in the State of New York.
(A)
TERMS GENERALLY.
THE DEFINITIONS OF
TERMS HEREIN SHALL APPLY EQUALLY TO THE SINGULAR AND PLURAL FORMS OF THE TERMS
DEFINED.
WHENEVER THE CONTEXT MAY REQUIRE, ANY PRONOUN SHALL INCLUDE THE
CORRESPONDING MASCULINE, FEMININE AND NEUTER FORMS.
THE WORDS "INCLUDE",
"INCLUDES" AND "INCLUDING" SHALL BE DEEMED TO BE FOLLOWED BY THE PHRASE "WITHOUT
LIMITATION".
THE WORD "WILL" SHALL BE CONSTRUED TO HAVE THE SAME MEANING AND
EFFECT AS THE WORD "SHALL".
UNLESS THE CONTEXT REQUIRES OTHERWISE (A) ANY
DEFINITION OF OR REFERENCE TO ANY AGREEMENT, INSTRUMENT OR OTHER DOCUMENT HEREIN
SHALL BE CONSTRUED AS REFERRING TO SUCH AGREEMENT, INSTRUMENT OR OTHER DOCUMENT
AS FROM TIME TO TIME AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED IN ACCORDANCE
WITH THIS AGREEMENT, (B) ANY REFERENCE HEREIN TO ANY PERSON SHALL BE CONSTRUED
TO INCLUDE SUCH PERSON'S SUCCESSORS AND ASSIGNS, (C) THE WORDS "HEREIN",
"HEREOF" AND "HEREUNDER", AND WORDS OF SIMILAR IMPORT, SHALL BE CONSTRUED TO
REFER TO THIS AGREEMENT IN ITS ENTIRETY AND NOT TO ANY PARTICULAR PROVISION
HEREOF, (D) ALL REFERENCES HEREIN TO SECTIONS SHALL BE CONSTRUED TO REFER TO
SECTIONS OF THIS AGREEMENT AND (E) THE WORDS "ASSET" AND "PROPERTY" SHALL BE
CONSTRUED TO HAVE THE SAME MEANING AND EFFECT AND TO REFER TO ANY AND ALL
14
tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.
Any reference to any Person as a "Senior
Collateral Agent", "Senior Obligations Secured Party", "Junior Collateral Agent"
or "Junior Obligations Secured Party" shall be deemed to refer to such Person
only in its capacity as a Senior Collateral Agent, Senior Obligations Secured
Party, Junior Collateral Agent or Junior Obligations Secured Party, as the case
may be, and not in any other capacity under this Agreement.
SECTION 2.
LIEN PRIORITIES.
2.1
SUBORDINATION.
NOTWITHSTANDING THE DATE,
MANNER OR ORDER OF GRANT, ATTACHMENT OR PERFECTION OF ANY LIENS ON THE COMMON
COLLATERAL GRANTED TO THE SECOND PRIORITY NOTEHOLDER AGENT, THE 2004 NOTEHOLDER
AGENT, THE CREDIT AGENT, THE JUNIOR OBLIGATIONS SECURED PARTIES OR THE SENIOR
OBLIGATIONS SECURED PARTIES AND NOTWITHSTANDING ANY PROVISION OF THE UCC (OR
EQUIVALENT LEGISLATURE OF OTHER JURISDICTIONS), OR ANY APPLICABLE LAW OR THE
NOTEHOLDER DOCUMENTS, THE SENIOR LENDER DOCUMENTS