Document in any other manner specified in such Loan Document.
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Section 10.18 OTHER LIENS ON COLLATERAL; TERMS OF INTERCREDITOR AGREEMENTS; ETC.
(a) EACH LENDER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT LIENS SHALL BE CREATED
ON THE COLLATERAL PURSUANT TO THE SECURITY DOCUMENTS, WHICH LIENS SHALL BE
SUBJECT TO TERMS AND CONDITIONS OF THE INTERCREDITOR AGREEMENTS. PURSUANT TO THE
EXPRESS TERMS OF THE INTERCREDITOR AGREEMENTS, IN THE EVENT OF ANY CONFLICT
BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENTS AND ANY OF THE LOAN DOCUMENTS,
THE PROVISIONS OF THE APPLICABLE INTERCREDITOR AGREEMENT SHALL GOVERN AND
CONTROL. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE SENIOR LIEN
INTERCREDITOR AGREEMENT AND THE SECOND LIEN INTERCREDITOR AGREEMENT, THE SENIOR
LIEN INTERCREDITOR AGREEMENT SHALL CONTROL.
(b) EACH LENDER HEREBY (I) AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT TO
ENTER INTO EACH OF THE INTERCREDITOR AGREEMENTS ON BEHALF OF THE LENDERS, AND TO
TAKE OR CAUSE ONE OR MORE SUBAGENTS TO TAKE ALL ACTIONS (AND EXECUTE ALL
DOCUMENTS) REQUIRED (OR DEEMED ADVISABLE) BY IT OR SUCH SUBAGENT IN ACCORDANCE
WITH THE TERMS OF THE INTERCREDITOR AGREEMENTS (II) AUTHORIZES THE
ADMINISTRATIVE AGENT TO APPOINT THE 1.5 SUB-AGENT AS ITS SUBAGENT TO ACT FOR IT
AS PRIORITY LIEN AGENT FOR SUCH LENDER UNDER THE SECOND LIEN INTERCREDITOR
AGREEMENT (III) ACKNOWLEDGES THAT THE 1.5 SUB-AGENT IS ALSO ACTING AS PRIORITY
LIEN AGENT UNDER THE SECOND LIEN INTERCREDITOR AGREEMENT FOR THE PRIORITY LIEN
SECURED PARTIES (AS THAT TERM IS DEFINED IN THE SENIOR LIEN INTERCREDITOR
AGREEMENT) AND (IV) CONSENTS TO THE PRIORITY LIEN AGENT'S SERVING IN SUCH
CAPACITIES AND AGREES NOT TO ASSERT ANY CLAIM (INCLUDING AS A RESULT OF ANY
CONFLICT OF INTEREST) AGAINST THE PRIORITY LIEN AGENT ARISING FROM ITS ACTIONS
OR INACTIONS IN SUCH CAPACITIES SO LONG AS SUCH ACTIONS OR INACTIONS ARE
CONSISTENT WITH THE SENIOR INTERCREDITOR AGREEMENT AND THE SECOND LIEN
INTERCREDITOR AGREEMENT OR OTHERWISE DO NOT CONSTITUTE GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT.
(c) THE PROVISIONS OF THIS SECTION 10.18 ARE NOT INTENDED TO SUMMARIZE ALL
RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENTS. REFERENCE MUST BE MADE TO
EACH OF 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 AGREEMENTS AND THE TERMS AND PROVISIONS 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 AGREEMENTS.
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Section 10.19 Post-Closing Obligations. Notwithstanding anything to the contrary
contained in this Agreement or the other Loan Documents, the parties hereto
acknowledge and agree that the Borrower shall deliver, or cause one or more
Guarantors to deliver to the Administrative Agent the following items
within 15 days after the Closing Date (as such date may be extended by an
additional 15 days (with respect to a given action or actions) at the reasonable
discretion of the Administrative Agent):
(a) fully executed counterparts of any Mortgages not yet delivered (in
sufficient