AT ANY TIME
AND FROM TIME TO TIME AGREE TO AMEND, MODIFY OR SUPPLEMENT THIS AGREEMENT AND
EACH OF THE SECURITY DOCUMENTS TO SECURE ADDITIONAL EXTENSIONS OF CREDIT AND ADD
NEW CREDITORS AS "SECURED CREDITORS" UNDER THIS AGREEMENT AND SUCH SECURITY
DOCUMENTS (EITHER AS PART OF AN EXISTING CLASS OR AS A NEWLY CREATED CLASS), SO
LONG AS SUCH AMENDMENTS, MODIFICATIONS OR SUPPLEMENTS DO NOT EXPRESSLY VIOLATE
THE PROVISIONS OF THE BANK CREDIT AGREEMENT OR THE NOTE CREDIT AGREEMENT, AND TO
THE EXTENT THAT ANY SUCH AMENDMENT, MODIFICATION OR SUPPLEMENT TO ANY OF THE
SECURITY DOCUMENTS WOULD OTHERWISE REQUIRE THE CONSENT OF ALL OR ANY PORTION OF
THE JUNIOR FIRST LIEN CREDITORS, SUCH JUNIOR FIRST LIEN CREDITORS SHALL GIVE
SUCH CONSENT AS PROVIDED IN SECTION 2(III) HEREOF.
15.
RIGHT TO AMEND, ETC.
AS BETWEEN THE JUNIOR FIRST LIEN CREDITORS
ON THE ONE HAND AND THE SENIOR FIRST LIEN CREDITORS (INCLUDING, WITHOUT
LIMITATION, THE LENDERS) ON THE OTHER HAND, IT IS AGREED THAT THE SENIOR FIRST
LIEN CREDITORS MAY AT ANY TIME AND FROM TIME TO TIME, IN THEIR SOLE DISCRETION,
AND WITHOUT ANY OBLIGATION TO GIVE ANY NOTICE OR RECEIVE ANY CONSENT FROM THE
JUNIOR FIRST LIEN CREDITORS, (I) CHANGE THE MANNER, PLACE OR TERMS OF PAYMENT,
OR CHANGE OR EXTEND THE TIME OF PAYMENT OF, OR RENEW, ALTER, REFINANCE, INCREASE
OR ADD TO THE SENIOR FIRST LIEN OBLIGATIONS, OR (II) OBTAIN, RELEASE, OR DISPOSE
OF ANY COLLATERAL FOR THE SENIOR FIRST LIEN OBLIGATIONS, AND THE PROVISIONS OF
THIS AGREEMENT SHALL CONTINUE IN FULL FORCE AND EFFECT WITH RESPECT TO ALL SUCH
SENIOR FIRST LIEN OBLIGATIONS.
16.
FURTHER ASSURANCES.
EACH FIRST LIEN CREDITOR AGREES TO TAKE SUCH
FURTHER ACTION AND SHALL EXECUTE AND DELIVER TO THE US AGENT, THE COLLATERAL
AGENT AND THE OTHER FIRST LIEN CREDITORS SUCH ADDITIONAL DOCUMENTS AND
INSTRUMENTS (IN RECORDABLE FORM, IF REQUESTED) AS THE COLLATERAL AGENT OR THE
REQUIRED FIRST LIEN CREDITORS MAY REASONABLY REQUEST TO EFFECTUATE THE TERMS OF
AND AGREEMENTS CONTEMPLATED BY THIS AGREEMENT.
17.
ADDITIONAL CREDIT PARTIES.
IT IS UNDERSTOOD AND AGREED THAT ANY
SUBSIDIARY OF HOLDINGS THAT IS A US CREDIT PARTY AND IS REQUIRED TO EXECUTE A
COUNTERPART OF THE US SECURITY AGREEMENT AFTER THE DATE HEREOF PURSUANT TO THE
RESPECTIVE SECURED DEBT AGREEMENTS SHALL EXECUTE A COUNTERPART HEREOF AND
DELIVER THE SAME TO THE COLLATERAL AGENT AND SHALL AUTOMATICALLY BECOME A PARTY
HEREUNDER.
18.
TERMINATION.
THIS AGREEMENT SHALL TERMINATE ON THE FIRST DATE
UPON WHICH THE COMMITMENTS UNDER THE BANK CREDIT AGREEMENT HAVE BEEN TERMINATED
AND ALL HEDGE AGREEMENTS ENTERED INTO WITH ANY OTHER CREDITORS HAVE BEEN
TERMINATED AND ALL OTHER OBLIGATIONS HAVE BEEN REPAID IN FULL IN CASH IN
ACCORDANCE WITH THE TERMS THEREOF, NO NOTE UNDER THE BANK CREDIT AGREEMENT IS
OUTSTANDING AND ALL LOANS AND OTHER BANK CREDIT DOCUMENT OBLIGATIONS THEREUNDER
HAVE BEEN REPAID IN FULL IN CASH IN ACCORDANCE WITH THE TERMS THEREOF AND ALL
LETTERS OF CREDIT ISSUED UNDER THE BANK CREDIT AGREEMENT HAVE BEEN TERMINATED.
19.
INCONSISTENT PROVISIONS.
IF ANY PROVISION OF THIS