nor shall any single or partial exercise of any right, power, or
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privilege under this Agreement or any other Transaction Document preclude any other or further exercise thereof or the exercise of
any other right, power, or privilege. The rights and remedies provided for in this Agreement and the other Transaction Documents are
cumulative and not exclusive of any rights and remedies provided by law.
SECTION 7.05.
Successors and Assigns. The Revolver Agent represents and warrants that it has the authority to bind the Revolving
Lenders to the terms and provisions of this Agreement. By accepting the benefits hereof and of the Collateral, the Creditors who are
not a party hereto also agree to the terms hereof. As a result, this Agreement shall be binding upon and inure to the benefit of the
Collateral Agent, the Creditors, each Obligated Party and their respective successors and assigns, including any assignees permitted
under the terms of the Transaction Documents.
No Obligated Party may assign or transfer any of its rights or obligations hereunder
without the prior written consent of the Collateral Agent and all of the Creditors.
SECTION 7.06.
ENTIRE AGREEMENT; AMENDMENT AND RESTATEMENT; AMENDMENT. This Agreement amends and restates in its entirety the
Original Intercreditor Agreement.
The Obligated Parties and the Creditors ratify and confirm the Original Intercreditor Agreement
and for all matters arising prior to the effective date of this Agreement (including, without limitation, matters relating to
indemnification), the terms of the Original Intercreditor Agreement (as unmodified by this Agreement) shall control and are hereby
ratified and confirmed. Each Obligated Party represents and warrants that as of the date hereof there are no claims or offsets
against or rights of recoupment with respect to or defenses or counterclaims to its obligations under the Original Intercreditor
Agreement or any of the other Collateral Documents.
TO INDUCE THE CREDITORS TO ENTER INTO THIS AGREEMENT, EACH OBLIGATED PARTY
WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO
THE DATE HEREOF AND RELATING TO THE ORIGINAL INTERCREDITOR AGREEMENT OR THE COLLATERAL DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY. THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS REFERRED TO HEREIN EMBODY THE FINAL, ENTIRE AGREEMENT AMONG
THE PARTIES HERETO AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS (INCLUDING THE ORIGINAL INTERCREDITOR AGREEMENT),
REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF (PROVIDED THAT THE TERMS AND
PROVISIONS OF ARTICLE IV HEREOF SHALL BE IN ADDITION TO THE TERMS AND PROVISIONS OF THE TRANSACTION DOCUMENTS AND SHALL NOT AFFECT
THE OBLIGATIONS OF BORROWER OR ANY OTHER OBLIGATED PARTY UNDER SUCH TRANSACTION DOCUMENTS) AND MAY NOT BE CONTRADICTED OR VARIED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS
AMONG THE PARTIES THERETO. No amendment or waiver of any provision of this Agreement or the Collateral Documents, nor any consent to
any departure by Borrower or any Obligated Party therefrom,