(x) the
date of payment or (y) the last day of the applicable Withdrawal Period.
Upon
the prepayment of all amounts owing to
144
any Unsuitable Lender and the termination of such Unsuitable Lender's Revolving
Credit Commitments, if any (whether pursuant to Section 10.23(a) or 10.23(b)),
such Unsuitable Lender shall no longer constitute a "Lender" for purposes
hereof; provided, any rights of such Unsuitable Lender to indemnification
hereunder shall survive as to such Unsuitable Lender.
SECTION 10.24.
Intercreditor Agreement.
(a) EACH LENDER UNDERSTANDS,
ACKNOWLEDGES AND AGREES THAT LIENS SHALL BE CREATED ON THE COLLATERAL PURSUANT
TO THE SECOND LIEN LOAN DOCUMENTS, WHICH LIENS SHALL BE REQUIRED TO BE
SUBORDINATED AND JUNIOR 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 2.02 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 (I) AUTHORIZES AND INSTRUCTS 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, AND (II) AGREES TO BE
BOUND BY THE TERMS OF THE INTERCREDITOR AGREEMENT.
(c)
THE PROVISIONS OF THIS SECTION 10.24 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 REPRESENTATION TO ANY
LENDER AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE
INTERCREDITOR AGREEMENT.
EACH LENDER IS FURTHER AWARE THAT THE ADMINISTRATIVE
AGENT IS ALSO ACTING IN AN ADMINISTRATIVE AGENCY CAPACITY UNDER, AND AS DEFINED
IN, THE SECOND LIEN LOAN DOCUMENTS, AND EACH LENDER HEREBY IRREVOCABLY WAIVES
ANY OBJECTION THERETO OR CAUSE OF ACTION ARISING THEREFROM.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
145
SCHEDULE 10.02
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
GVR HOLDCO 1 LLC
By:
/s/ Thomas M. Friel
Name: Thomas M. Friel
Title: Senior Vice President & Treasurer
STATION GVR ACQUISITION, LLC
By:
/s/ Thomas M. Friel
Name: Thomas M. Friel
Title: Senior Vice President & Treasurer
JEFFERIES FINANCE LLC, as Joint Lead Arranger, Joint Book Runner, Administrative
Agent, Lender and Swing Line Lender
By:
/s/ E.J. Hess
Name: E.J. Hess
Title: Managing Director
JEFFERIES GROUP, INC., as L/C Issuer
By:
/s/ Charles Hendrickson
Name: Charles Hendrickson
Title: Treasurer
GOLDMAN SACHS LENDING PARTNERS LLC, as Joint Lead Arranger, Joint Book Runner
and Lender
By:
/s/ Robert