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 in accordance with
Section 8.1 of the Intercreditor Agreement.
Any reference in this Agreement to
"second priority lien" or words of similar effect in describing the security
interests created hereunder shall be understood to refer to such priority as set
forth in the Intercreditor Agreement.
All representations, warranties and
covenants in this Agreement shall be subject to