FOR THE SOUTHERN DISTRICT OF NEW YORK AND WAIVES TRIAL BY
JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS INTERCREDITOR AGREEMENT.
3.10
COMPLETE AGREEMENT.
THIS WRITTEN INTERCREDITOR AGREEMENT IS
INTENDED BY THE PARTIES AS A FINAL EXPRESSION OF THEIR AGREEMENT AND IS INTENDED
AS A COMPLETE STATEMENT OF THE TERMS AND CONDITIONS OF THEIR AGREEMENT.
3.11
NO THIRD PARTIES BENEFITTED.
EXCEPT AS EXPRESSLY PROVIDED IN
SECTION 3.3, THIS INTERCREDITOR AGREEMENT IS SOLELY FOR THE BENEFIT OF THE
LENDERS AND THEIR RESPECTIVE SUCCESSORS, PARTICIPANTS AND ASSIGNS, AND NO OTHER
PERSON SHALL HAVE ANY RIGHT, BENEFIT, PRIORITY OR INTEREST UNDER, OR BECAUSE OF
THE EXISTENCE OF, THIS INTERCREDITOR AGREEMENT.
3.12
DISCLOSURES; NON-RELIANCE.
EACH LENDER HAS THE MEANS TO, AND SHALL
IN THE FUTURE REMAIN, FULLY INFORMED AS TO THE FINANCIAL CONDITION AND OTHER
AFFAIRS OF THE BORROWERS AND THE OBLIGORS, AND NO LENDER SHALL HAVE ANY
OBLIGATION OR DUTY TO DISCLOSE ANY SUCH INFORMATION TO ANY OTHER LENDER.
EXCEPT
AS EXPRESSLY SET FORTH IN THIS INTERCREDITOR AGREEMENT, THE PARTIES HERETO HAVE
NOT OTHERWISE MADE TO EACH OTHER NOR DO THEY HEREBY MAKE TO EACH OTTER ANY
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, NOR DO THEY ASSUME ANY
LIABILITY TO EACH OTHER WITH RESPECT TO:
(A) THE ENFORCEABILITY, VALIDITY,
VALUE OR COLLECTABILITY OF ANY OF THE REVOLVING LOAN DEBT OR THE TERM LOAN DEBT
OR ANY GUARANTEE OR SECURITY WHICH MAY HAVE BEEN GRANTED TO ANY OF THEM IN
CONNECTION THEREWITH; (B) ANY BORROWER'S OR ANY OBLIGOR'S TITLE TO, OR RIGHT TO
18
TRANSFER, ANY OF THE COLLATERAL; OR (C) ANY OTHER MATTER EXCEPT AS EXPRESSLY SET
FORTH IN THIS INTERCREDITOR AGREEMENT.
3.13
TERM.
UPON THE REVOLVING LOAN TERMINATION DATE AND WITHOUT ANY
FURTHER ACTION REQUIRED BY ANY PARTY, THIS INTERCREDITOR AGREEMENT SHALL
TERMINATE AND SHALL BE OF NO FURTHER FORCE OR EFFECT, AND THE TERM LOAN LENDERS
SHALL HAVE NO FURTHER OBLIGATIONS OR LIABILITIES TO THE REVOLVING LOAN AGENT OR
THE REVOLVING LOAN LENDERS HEREUNDER.
3.14
NO OFFSET.
IN THE EVENT THAT RENCO GROUP, IN ITS CAPACITY AS TERM
LOAN LENDER OR OTHERWISE, AT ANY TIME INCURS ANY OBLIGATION TO PAY MONEY TO ANY
BORROWER OR OTHER OBLIGOR OR ANY REVOLVING LOAN LENDER UNDER ANY REVOLVING LOAN
DOCUMENT, RENCO GROUP HEREBY IRREVOCABLY AGREES THAT IT SHALL PAY SUCH
OBLIGATION IN CASH OR CASH EQUIVALENTS IN ACCORDANCE WITH THE TERMS OF THE
CONTRACT GOVERNING SUCH OBLIGATION AND SHALL NOT DEDUCT FROM, OR SETOFF AGAINST,
ANY AMOUNTS OWED BY RENCO GROUP, IN ITS CAPACITY AS TERM LOAN LENDER OR
OTHERWISE TO ANY BORROWER OR OTHER OBLIGOR OR ANY REVOLVING LOAN LENDER UNDER
ANY REVOLVING LOAN DOCUMENT IN CONNECTION WITH ANY SUCH TRANSACTION, ANY AMOUNTS
RENCO GROUP CLAIMS ARE DUE TO IT IN ITS CAPACITY AS TERM LOAN LENDER WITH
RESPECT TO THE TERM LOAN DEBT OR OTHERWISE.
3.15
AMENDMENT AND RESTATEMENT.
AS OF THE DATE HEREOF, REVOLVING LOAN
AGENT AND RENCO GROUP, IN ITS CAPACITY AS TERM LOAN AGENT (AS SUCCESSOR TO
REGIMENT, IN SUCH CAPACITY, PURSUANT TO THE ASSIGNMENT AND