Date, all
references to this Agreement herein (including for purposes of indemnification
and reimbursement of fees) shall be deemed to be reference to the Existing
Credit Agreement as amended and restated hereby.
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(c) Each Loan Party hereby acknowledges and agrees, as of the date hereof, for
itself and for each of its Subsidiaries, that it does not have any claims,
offsets, counterclaims, cross-complaints, defenses or demands of any kind or
nature whatsoever under or relating to the Existing Credit Agreement, the other
"Loan Documents" (as defined in the Existing Credit Agreement) or any of the
obligations existing thereunder that could be asserted to reduce or eliminate
all or any part of the obligation of any Loan Party to pay any amounts owed
thereunder, or to assert any claim for affirmative relief or damages against the
"Administrative Agent" thereunder or any lender party thereto.
(d) This amendment and restatement is limited as written and is not a consent to
any other amendment, restatement or waiver or other modification, whether or not
similar and, except as expressly provided herein or in any other Loan Document,
all terms and conditions of the Loan Documents remain in full force and effect
unless otherwise specifically amended hereby or by any other Loan Document.
SECTION 9.26. Other Liens on Collateral; Terms of Intercreditor Agreements; Etc.
(a) THE LOAN PARTIES, THE AGENTS, THE LENDERS AND THE OTHER PARTIES HERETO
ACKNOWLEDGE THAT THE EXERCISE OF CERTAIN OF THE AGENTS' RIGHTS AND REMEDIES
HEREUNDER MAY BE SUBJECT TO, AND RESTRICTED BY, THE PROVISIONS OF THE
INTERCREDITOR AGREEMENT. EXCEPT AS SPECIFIED HEREIN, NOTHING CONTAINED IN THE
INTERCREDITOR AGREEMENTS SHALL BE DEEMED TO MODIFY ANY OF THE PROVISIONS OF THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL REMAIN IN FULL FORCE AND EFFECT.
EACH LENDER HERETO UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT (I) LIENS SHALL BE
CREATED ON CERTAIN COLLATERAL UNDER, AND AS DEFINED IN, THE HOLDINGS GUARANTEE
AND PLEDGE AGREEMENT THAT SHALL BE REQUIRED TO BE SUBJECT TO THE SUBORDINATION
PROVISIONS (TO THE EXTENT APPLICABLE) OF THE HOLDINGS INTERCREDITOR AGREEMENT
AND (II) LIENS ON THE COLLATERAL SECURING THE SECOND LIEN LOAN OBLIGATIONS SHALL
BE REQUIRED TO BE SUBJECT TO THE SUBORDINATION PROVISIONS OF THE SECOND LIEN
INTERCREDITOR AGREEMENT. THE INTERCREDITOR AGREEMENTS ALSO HAVE OTHER PROVISIONS
WHICH ARE BINDING UPON THE LENDERS AND THE OTHER SECURED PARTIES PURSUANT TO
THIS AGREEMENT. PURSUANT TO THE EXPRESS TERMS OF EACH INTERCREDITOR AGREEMENT,
IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF SUCH INTERCREDITOR AGREEMENT
AND ANY OF THE LOAN DOCUMENTS, THE PROVISIONS OF SUCH INTERCREDITOR AGREEMENT
SHALL GOVERN AND CONTROL.
(b) EACH LENDER AUTHORIZES AND INSTRUCTS THE COLLATERAL AGENT AND THE
ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENTS, ON BEHALF OF
SUCH LENDER, AND TO TAKE ALL ACTIONS (AND EXECUTE ALL DOCUMENTS) REQUIRED (OR
DEEMED ADVISABLE) BY IT IN ACCORDANCE WITH THE TERMS OF THE INTERCREDITOR
AGREEMENTS.
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(c) THE PROVISIONS OF THIS SECTION 9.26 ARE NOT INTENDED TO SUMMARIZE ALL
RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENTS, THE FORMS