and the other Credit Parties and other
information that will allow such Lender to identify Holdings, the other
Borrowers and the other Credit Parties in accordance with the Patriot Act.
13.18. OTHER LIENS ON COLLATERAL; TERMS OF INTERCREDITOR AGREEMENT;
ETC.
(a)
EACH LENDER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT LIENS SHALL BE
CREATED ON THE COLLATERAL PURSUANT TO THE SENIOR SECURED NOTES DOCUMENTS, WHICH
LIENS SHALL BE SUBJECT TO TERMS AND CONDITIONS OF THE INTERCREDITOR
AGREEMENT.
PURSUANT TO THE EXPRESS TERMS OF THE INTERCREDITOR AGREEMENT, IN THE
EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND ANY
OF THE CREDIT DOCUMENTS, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL
GOVERN AND CONTROL.
(b) EACH LENDER AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT AND THE
COLLATERAL AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT ON BEHALF OF THE
LENDERS IN ACCORDANCE WITH THIS AGREEMENT, AND TO TAKE ALL ACTIONS (AND EXECUTE
ALL DOCUMENTS) REQUIRED (OR DEEMED ADVISABLE) BY IT IN ACCORDANCE WITH THE TERMS
OF THE INTERCREDITOR AGREEMENT.
(c) THE PROVISIONS OF THIS SECTION 13.18 ARE NOT INTENDED TO SUMMARIZE ALL
RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS
ATTACHED AS AN EXHIBIT TO THIS AGREEMENT.
REFERENCE MUST BE MADE TO THE
INTERCREDITOR AGREEMENTS ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS
THEREOF.
EACH LENDER IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF
THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS
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THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES
ANY REPRESENTATION TO ANY LENDER AS TO THE SUFFICIENCY OR ADVISABILITY OF THE
PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT.
EACH LENDER IS FURTHER
AWARE THAT THE ADMINISTRATIVE AGENT IS ALSO ACTING IN AN ADMINISTRATIVE AND
COLLATERAL AGENCY CAPACITY UNDER, AND AS DEFINED IN THE SENIOR SECURED NOTES
DOCUMENTS, AND EACH LENDER HEREBY IRREVOCABLY WAIVES ANY OBJECTION THERETO OR
CAUSE OF ACTION ARISING THEREFROM.
13.19.
Waiver of Sovereign Immunity.
Each of the Credit Parties, in respect of
itself, its Subsidiaries, its process agents, and its properties and revenues,
hereby irrevocably agrees that, to the extent that such Credit Party, its
Subsidiaries or any of its properties has or may hereafter acquire any right of
immunity, whether characterized as sovereign immunity or otherwise, from any
legal proceedings, whether in the United States, Canada, England and Wales,
Australia, the Netherland or elsewhere, to enforce or collect upon the Loans or
any Credit Document or any other liability or obligation of such Credit Party or
any of its Subsidiaries related to or arising from the transactions contemplated
by any of the Credit Documents, including, without limitation, immunity from
service of process, immunity from jurisdiction or judgment of any court or
tribunal, immunity from execution of a judgment, and immunity of any of its
property from attachment prior to any entry of judgment, or from attachment in
aid of execution upon a judgment, such Credit Party, for itself and on behalf of
its Subsidiaries, hereby expressly waives, to the fullest extent permissible
under applicable law, any such immunity,