IT
(AND EACH OF ITS SUCCESSORS AND ASSIGNS) AND EACH OTHER LENDER (AND EACH OF
THEIR SUCCESSORS AND ASSIGNS) SHALL BE BOUND BY THE INTERCREDITOR AGREEMENT,
WHICH IN CERTAIN CIRCUMSTANCES MAY REQUIRE (AS MORE FULLY PROVIDED THEREIN) THE
TAKING OF CERTAIN ACTIONS BY THE LENDERS, INCLUDING THE PURCHASE AND SALE OF
PARTICIPATIONS BY VARIOUS LENDERS TO EACH OTHER IN ACCORDANCE WITH THE TERMS
THEREOF.
-156-
(b)
THE PROVISIONS OF THIS SECTION 13.20 ARE NOT INTENDED TO SUMMARIZE OR
FULLY DESCRIBE THE PROVISIONS OF THE INTERCREDITOR AGREEMENT. REFERENCE MUST BE
MADE TO THE INTERCREDITOR AGREEMENT 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 THEREOF, AND
NO AGENT OR ANY OF AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER AS TO THE
SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR
AGREEMENT. A COPY OF THE INTERCREDITOR AGREEMENT MAY BE OBTAINED FROM THE
ADMINISTRATIVE AGENT.
(c)
THE INTERCREDITOR AGREEMENT IS AN AGREEMENT SOLELY AMONGST THE LENDERS
(AND THEIR SUCCESSORS AND ASSIGNS) AND IS NOT AN AGREEMENT TO WHICH HOLDINGS OR
ANY OF ITS SUBSIDIARIES IS PARTY. AS MORE FULLY PROVIDED THEREIN, THE
INTERCREDITOR AGREEMENT CAN ONLY BE AMENDED BY THE PARTIES THERETO IN ACCORDANCE
WITH THE PROVISIONS THEREOF.
13.21
Absence of Fiduciary Relationship. Notwithstanding any other provision
of this Agreement or any provision of any other Credit Document, (i) none of the
Lead Arranger, any Lender or any of their respective Affiliates shall, solely by
reason of this Agreement or any other Credit Document, have any fiduciary,
advisory or agency relationship or duty in respect of any Lender or any other
Person and (ii) the Borrowers and each Guarantor hereby waive, to the fullest
extent permitted by law, any claims they may have against the Lead Arranger, any
Lender or any of their respective Affiliates for breach of fiduciary duty or
alleged breach of fiduciary duty. Each Agent, Lender and their Affiliates may
have economic interests that conflict with those of the Credit Parties, their
stockholders and/or their affiliates.
13.22
Electronic Execution of Assignments and Certain Other Documents. The
words "execution," "execute," "signed," "signature," and words of like import in
or related to any document to be signed in connection with this Agreement and
the transactions contemplated hereby (including without limitation Assignment
and Assumptions, amendments or other Notice of Borrowings, waivers and consents)
shall be deemed to include electronic signatures, the electronic matching of
assignment terms and contract formations on electronic platforms approved by the
Administrative Agent, or the keeping of records in electronic form, each of
which shall be of the same legal effect, validity or enforceability as a
manually executed signature or the use of a paper-based recordkeeping system, as
the case may be, to the extent and as provided for in any applicable law,
including the Federal Electronic Signatures in Global and National Commerce Act,
the New York State Electronic Signatures and Records Act, or any other similar