TO A FINAL,
NON-APPEALABLE ORDER OF A COURT OF COMPETENT JURISDICTION.
2.8
NOTICES OF DEFAULT AND ACCELERATION.
EACH AGENT SHALL GIVE TO THE
OTHER AGENT CONCURRENTLY WITH THE GIVING THEREOF TO ANY BORROWER OR ANY OBLIGOR,
A COPY OF ANY WRITTEN NOTICE BY SUCH AGENT OF EITHER (A) A DEFAULT OR AN EVENT
OF DEFAULT UNDER ITS AGREEMENTS WITH SUCH BORROWER OR OBLIGOR OR (B) WRITTEN
NOTICE OF DEMAND FOR PAYMENT FROM SUCH BORROWER OR OBLIGOR PROVIDED, THAT, THE
FAILURE OF ANY PARTY TO GIVE ANY SUCH NOTICE TO THE OTHER SHALL NOT AFFECT THE
RELATIVE PRIORITIES OF THE LENDERS' RESPECTIVE LIENS AS PROVIDED HEREIN OR THE
VALIDITY OR EFFECTIVENESS OF ANY SUCH NOTICE AS AGAINST ANY BORROWER OR ANY
OBLIGOR.
THE BORROWERS AND OBLIGORS HEREBY AUTHORIZE AND CONSENT TO EACH AGENT
SENDING ANY SUCH NOTICES TO THE OTHER AGENT OR PROVIDING ANY OTHER INFORMATION
WITH RESPECT TO ANY BORROWER OR ANY OBLIGOR TO THE OTHER AGENT.
13
3.
MISCELLANEOUS
3.1
Additional Representations.
(A)
THE TERM LOAN AGENT REPRESENTS AND WARRANTS TO THE REVOLVING LOAN
LENDERS THAT:
(I)
AS OF THE DATE HEREOF, NO DEFAULT OR EVENT OF DEFAULT, OR ACT,
CONDITION OR EVENT WHICH WITH NOTICE OR PASSAGE OF TIME OR BOTH WOULD CONSTITUTE
AN EVENT OF DEFAULT UNDER ANY OF THE TERM LOAN DOCUMENTS EXISTS OR HAS OCCURRED,
AS FOR WHICH A WAIVER HAS NOT BEEN GRANTED PRIOR TO THE DATE HEREOF OR AS TO
WHICH THE GRANT OF A WAIVER IS NOT CONTEMPLATED TO BE PROVIDED BY TERM LOAN
LENDERS WITHIN FIVE (5) BUSINESS DAYS OF THE DATE HEREOF;
(II)
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS INTERCREDITOR
AGREEMENT BY THE TERM LOAN AGENT IS WITHIN ITS POWERS IN ITS CAPACITY AS AGENT
FOR EACH TERM LOAN LENDER AND HAS BEEN AUTHORIZED BY EACH TERM LOAN LENDER AS
PROVIDED IN, AND IN ACCORDANCE WITH THE REQUIREMENTS OF, THE TERM LOAN
DOCUMENTS, AND DOES NOT CONTRAVENE ANY LAW, ANY PROVISION OF ANY OF THE TERM
LOAN DOCUMENTS OR ANY OTHER AGREEMENT TO WHICH THE TERM LOAN AGENT IS A PARTY OR
BY WHICH IT IS BOUND;
(III)
THE TERM LOAN AGENT HAS BEEN DULY APPOINTED AND CONSTITUTED AS
AGENT TO ACT FOR AND ON BEHALF OF EACH TERM LOAN LENDER AND HAS BEEN IRREVOCABLY
AUTHORIZED TO EXECUTE AND DELIVER THIS INTERCREDITOR AGREEMENT FOR ITSELF AND ON
BEHALF OF EACH TERM LOAN LENDER AND TO PERFORM ALL OF ITS OBLIGATIONS HEREUNDER,
AND TO TAKE SUCH ACTIONS ON BEHALF OF EACH TERM LOAN LENDER AS MAY BE REQUIRED
OF IT UNDER THE TERMS HEREOF, WITHOUT ANY FURTHER CONSENT OR APPROVAL OF ANY
TERM LOAN LENDER AND IS IN SUCH POSITION AS OF THE DATE HEREOF;
(IV)
THE TERM LOAN LENDERS HAVE NOT BEEN GRANTED, AND DO NOT HAVE, ANY
LIENS UPON THE ASSETS AND PROPERTIES OF ANY BORROWER PURSUANT TO THE TERM LOAN
DOCUMENTS, EXCEPT FOR THE LIENS GRANTED TO THE TERM LOAN AGENT ON BEHALF AND FOR
THE BENEFIT OF THE TERM LOAN LENDERS THEREUNDER; AND
(V)
THIS