itself and not on behalf of any Lender) hereby notifies the Borrowers that
pursuant to the requirements of the USA PATRIOT Act, it is required to obtain,
verify and record information that identifies the Borrowers, which information
includes the name and address of the Borrowers and other information that will
allow such Lender or the Administrative Agent, as applicable, to identify the
Borrowers in accordance with the USA PATRIOT Act.
SECTION 9.19. Other Liens on Collateral; Terms of Intercreditor Agreement; Etc.
(a) EACH SECOND-LIEN LENDER PARTY HERETO UNDERSTANDS, ACKNOWLEDGES AND AGREES
THAT ANY LIENS CREATED ON THE COLLATERAL PURSUANT TO THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS IN RESPECT OF THE FIRST LIEN FACILITIES SHALL BE SENIOR TO
THE LIENS CREATED UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS RELATING TO
THE SECOND-LIEN FACILITY PURSUANT TO THE TERMS OF THE INTERCREDITOR AGREEMENT
AND THE SECOND-LIEN COLLATERAL SHALL BE REQUIRED TO BE SUBJECT TO THE
SUBORDINATION PROVISIONS (TO THE EXTENT APPLICABLE) OF THE INTERCREDITOR
AGREEMENT. THE INTERCREDITOR AGREEMENT ALSO HAS OTHER PROVISIONS WHICH ARE
BINDING UPON THE SECURED PARTIES PURSUANT TO THIS AGREEMENT. PURSUANT TO THE
EXPRESS TERMS OF SECTION 8.1 OF THE INTERCREDITOR AGREEMENT, IN THE EVENT OF ANY
CONFLICT OR INCONSISTENCY BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND
ANY OF THE LOAN DOCUMENTS, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL
GOVERN AND CONTROL.
(b) EACH LENDER AUTHORIZES AND INSTRUCTION THE RELEVANT COLLATERAL AGENT AND THE
ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT ON BEHALF OF SUCH
LENDER, 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 9.19 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 AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF.
EACH LENDER IS
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RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR
AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NO AGENT (AND NONE OF ITS
AFFILIATES) MAKES ANY REPRESENTATION TO ANY LENDER AS TO THE SUFFICIENCY OR
ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT.
(d) To the extent any obligation of any Loan Party hereunder or under any other
Second-Lien Security Document, including without limitation any obligation to
grant sole possession or control or deliver or assign property or funds to a
Collateral Agent or any other Person conflicts or is inconsistent with (or any
representation or warranty hereunder or under any other Second-Lien Security
Document would, if required to be true, conflict or be inconsistent with) the
obligations or requirements under a substantially similar provision of any
First-Lien Security Document, such obligations or requirements under the
First-Lien Security Documents shall control, and such Loan Party shall not be
required to fulfill such obligations (or make such representations and
warranties) hereunder or under any Second-Lien Security Document, and shall be
deemed not