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
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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 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 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 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 SECOND-LIEN LOAN
DOCUMENTS, AND EACH LENDER HEREBY IRREVOCABLY WAIVES ANY OBJECTION THERETO OR
CAUSE OF ACTION ARISING THEREFROM.
SECTION 9.18 Rollover of Existing Term Loans. Each Lender party to this
Agreement on the Effective Date that is to make Term Loans on such date and
immediately prior to the making of such Term Loans held Term Loans under and as
defined in the Existing Credit Agreement (the "Existing Term Loans") hereby
agrees that the principal amount of the Existing Term Loans shall, up to the
amount of the Term Loan Commitment of such Lender on the Effective Date, be
retained by the Borrower and thereupon constitute, for all purposes of the Loan
Documents, Term Loans made hereunder on the Effective Date, with such Lender to
either (x) make an additional Term Loan on the Effective Date in an aggregate
principal amount equal to the excess of