OTHER LIENS ON COLLATERAL; TERMS OF INTERCREDITOR AGREEMENT; ETC.
(a)
EACH LENDER PARTY HERETO UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT LIENS SHALL
BE CREATED ON THE COLLATERAL PURSUANT TO THE SECOND-LIEN NOTE DOCUMENTS, WHICH
LIENS SHALL BE REQUIRED TO BE SUBORDINATED AND JUNIOR TO THE LIENS CREATED
PURSUANT TO THE CREDIT DOCUMENTS IN ACCORDANCE WITH THE TERMS OF THE
INTERCREDITOR AGREEMENT. PURSUANT TO THE EXPRESS TERMS OF SECTION 8.1 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 COLLATERAL AGENT AND THE
ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT ON BEHALF OF THE
LENDERS, AND TO TAKE ALL ACTIONS (AND EXECUTE ALL DOCUMENTS) REQUIRED (OR DEEMED
ADVISABLE) BY IT IN ACCORDANCE WITH THE TERMS OF THE INTERCREDITOR AGREEMENT.
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(c)
THE PROVISIONS OF THIS SECTION 13.20 ARE NOT INTENDED TO SUMMARIZE ALL
RELEVANT 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.
* * *
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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Agreement as of the date first above
written.
RCN CORPORATION
By:
/s/ Michael T. Sicoli
Name: Michael T. Sicoli
Title:
EVP & Chief Financial Officer
DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Lender and as Administrative Agent
By:
/s/ Anca Trifan
Name: Anca Trifan
Title:
Director
By:
/s/ Diane F. Rolfe
Name: Diane F. Rolfe
Title:
Director
CITICORP USA, INC., as Lender and as Syndication Agent
By:
/s/ Ross Levitsky
Name: Ross Levitsky
Title:
Director
SOCIETE GENERALE, as Lender and as Documentation Agent
By:
/s/ Mark Vigil
Name: Mark Vigil
Title:
Managing Director
WELLS FARGO FOOTHILL, INC., as Lender
By:
/s/ Jesse Munoz
Name: Jesse Munoz
Title:
Vice President
FOOTHILL INCOME TRUST II, L.P., as
Lender
By: FIT II GP, LLC, its General Partner
By:
/s/ Jeffrey T. Nikora
Name: Jeffrey T. Nikora
Title: Managing Member of the Managing General Partner