claim or other rights of self-help), or institute
any actions or proceedings, or otherwise commence any remedial procedures, with
respect to any Collateral or any other property of any such Credit Party, unless
expressly provided for herein or in any other Credit Document, without the prior
written consent of the Administrative Agent. The provisions of this Section
12.20 are for the sole benefit of the Lenders and shall not afford any right to,
or constitute a defense available to, any Credit Party.
12.21.
Absence of Fiduciary Duties.
The Borrower agrees (on behalf of
itself and its Subsidiaries) that in connection with all aspects of the
transactions contemplated hereby or by the other Credit Documents and any
communications in connection therewith, the Credit Parties and their respective
Affiliates, on the one hand, and each Lender, the Administrative Agent, the
Collateral Agent and the Lead Arranger, on the other hand, will have a business
relationship that does not create, by implication or otherwise, any fiduciary
duty on the part of any Lender, the Administrative Agent, the Collateral Agent,
the Lead Arranger or any of their respective Affiliates, and no such duty will
be deemed to have arisen in connection with any such transactions or
communications
12.22.
OTHER LIENS ON COLLATERAL; TERMS OF RCF INTERCREDITOR AGREEMENT;
ETC.
(a)
EACH LENDER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT
LIENS RANKING PARI PASSU WITH (BUT NOT SENIOR TO) THE LIENS CREATED BY OR
PURSUANT TO THE SECURITY DOCUMENTS MAY BE CREATED ON THE COLLATERAL PURSUANT TO
THE PERMITTED REVOLVING CREDIT FACILITY DOCUMENTS, WHICH LIENS SHALL BE SUBJECT
TO TERMS AND CONDITIONS OF THE RCF INTERCREDITOR AGREEMENT.
THE EXPRESS TERMS
OF THE RCF INTERCREDITOR AGREEMENT MAY PROVIDE, IN THE EVENT OF ANY CONFLICT
BETWEEN THE TERMS OF THE RCF INTERCREDITOR AGREEMENT AND ANY OF THE CREDIT
DOCUMENTS, THE PROVISIONS OF THE RCF INTERCREDITOR AGREEMENT SHALL GOVERN AND
CONTROL.
(b)
IN THE EVENT THAT THE PERMITTED REVOLVING CREDIT FACILITY IS
ENTERED INTO ON A
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SECURED BASIS, EACH LENDER AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT AND
THE COLLATERAL AGENT TO ENTER INTO THE RCF 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 RCF INTERCREDITOR
AGREEMENT AND EACH LENDER AGREES TO BE BOUND BY THE TERMS AND PROVISIONS OF THE
RCF INTERCREDITOR AGREEMENT.
(c)
THE PROVISIONS OF THIS SECTION 12.22 ARE NOT INTENDED TO SUMMARIZE
ALL RELEVANT PROVISIONS THAT MAY BE CONTAINED IN THE RCF INTERCREDITOR
AGREEMENT.
UPON ITS EXECUTION AND DELIVERY, REFERENCE MUST BE MADE TO RCF
INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF.
NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY
REPRESENTATION TO ANY LENDER AS TO THE SUFFICIENCY OR ADVISABILITY OF THE
PROVISIONS TO BE CONTAINED IN THE RCF INTERCREDITOR AGREEMENT.
EACH LENDER IS
FURTHER AWARE THAT THE ADMINISTRATIVE AGENT (OR AN AFFILIATE THEREOF) MAY ALSO
ACT IN AN ADMINISTRATIVE AND COLLATERAL AGENCY CAPACITY UNDER THE PERMITTED
REVOLVING CREDIT