compliance with Sections 2.11(g), 6.02(x) and 6.06(x) and in the
definition of "Agreed Additional Permitted Expenditures", shall utilize
accounting principles and policies in conformity with those used to prepare the
annual financial statements first delivered to the Lenders pursuant to Section
5.01.
SECTION 9.16 The Patriot Act. Each Lender subject to the USA PATRIOT ACT (Title
111 of Pub. L. 107-56 (signed into law October 26, 2001)) (the "Act") hereby
notifies the Borrower that pursuant to the requirements of the Act, it is
required to obtain, verify and record information that identifies the Borrower
and the other Loan Parties and other information that will allow such Lender to
identify the Borrower and the other Loan Parties in accordance with the Act.
SECTION 9.17 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 FIRST-LIEN LOAN DOCUMENTS,
WHICH LIENS SHALL BE REQUIRED TO HAVE PRIORITY OVER, AND BE SENIOR TO THE LIENS
CREATED PURSUANT TO THE LOAN DOCUMENTS IN ACCORDANCE WITH THE TERMS OF THE
INTERCREDITOR AGREEMENT. PURSUANT TO THE EXPRESS TERMS OF SECTION 9.1 OF THE
INTERCREDITOR AGREEMENT, IN THE EVENT OF ANY CONFLICT 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 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.
(c) THE PROVISIONS OF THIS SECTION 9.17 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 RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE
INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE
ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY
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REPRESENTATION TO ANY LENDER AS TO THE SUFFICIENCY OR ADVISABILITY OF THE
PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT. EACH LENDER IS FURTHER
AWARE THAT CERTAIN AGENTS ARE ALSO ACTING IN AN AGENCY CAPACITY UNDER, AND AS
DEFINED IN, THE FIRST-LIEN LOAN DOCUMENTS, AND EACH LENDER HEREBY IRREVOCABLY
WAIVES ANY OBJECTION THERETO OR CAUSE OF ACTION ARISING THEREFROM.
SECTION 9.18 Post-Closing Actions. Notwithstanding anything to the contrary
contained in this Agreement or the other Loan Documents, the parties hereto
acknowledge and agree that the Borrower shall cause, within 10 days following
the Effective Date (or such later date as the First-Lien Administrative Agent
shall determine in its sole discretion), each Grantor (as defined in the
Guaranty and Collateral Agreement) to physically deliver to the First-Lien
Collateral Agent all certificates representing certificated Equity Ownership
Interests (together with the appropriate stock powers) pledged pursuant to the
Guaranty