WHICH SUCH BORROWER MAY NOW OR AT ANY TIME
HEREAFTER HAVE AGAINST ANY OTHER BORROWER OR ANY OTHER PARTY LIABLE UNDER THE
LOAN DOCUMENTS; (II) ANY DEFENSE, SET‐OFF, COUNTERCLAIM, OR CLAIM OF ANY KIND OR
NATURE AVAILABLE TO ANY OTHER BORROWER AGAINST AN AGENT, ANY LENDER, OR ANY
ISSUING BANK, ARISING DIRECTLY OR INDIRECTLY FROM THE PRESENT OR FUTURE LACK OF
PERFECTION, SUFFICIENCY, VALIDITY, OR ENFORCEABILITY OF THE OBLIGATIONS OR ANY
SECURITY THEREFOR; (III) ANY RIGHT OR DEFENSE ARISING BY REASON OF ANY CLAIM OR
DEFENSE BASED UPON AN ELECTION OF REMEDIES BY AN AGENT, ANY LENDER, OR ANY
ISSUING BANK UNDER ANY
171
APPLICABLE LAW; (IV) THE BENEFIT OF ANY STATUTE OF LIMITATIONS AFFECTING ANY
OTHER BORROWER'S LIABILITY HEREUNDER;
(D)
EACH BORROWER CONSENTS AND AGREES THAT, WITHOUT NOTICE TO OR BY SUCH
BORROWER AND WITHOUT AFFECTING OR IMPAIRING THE OBLIGATIONS OF SUCH BORROWER
HEREUNDER, THE AGENTS MAY (SUBJECT TO ANY REQUIREMENT FOR CONSENT OF ANY OF THE
LENDERS TO THE EXTENT REQUIRED BY THIS AGREEMENT), BY ACTION OR INACTION:
(I) COMPROMISE, SETTLE, EXTEND THE DURATION OR THE TIME FOR THE PAYMENT OF, OR
DISCHARGE THE PERFORMANCE OF, OR MAY REFUSE TO OR OTHERWISE NOT ENFORCE THE LOAN
DOCUMENTS; (II) RELEASE ALL OR ANY ONE OR MORE PARTIES TO ANY ONE OR MORE OF THE
LOAN DOCUMENTS OR GRANT OTHER INDULGENCES TO ANY OTHER BORROWER IN RESPECT
THEREOF; (III) AMEND OR MODIFY IN ANY MANNER AND AT ANY TIME (OR FROM TIME TO
TIME) ANY OF THE LOAN DOCUMENTS; OR (IV) RELEASE OR SUBSTITUTE ANY PERSON LIABLE
FOR PAYMENT OF THE OBLIGATIONS, OR ENFORCE, EXCHANGE, RELEASE, OR WAIVE ANY
SECURITY FOR THE OBLIGATIONS OR ANY GUARANTY OF THE OBLIGATIONS;
(E)
EACH BORROWER REPRESENTS AND WARRANTS TO THE AGENTS AND THE LENDERS
THAT SUCH BORROWER IS CURRENTLY INFORMED OF THE FINANCIAL CONDITION OF ALL OTHER
BORROWERS AND ALL OTHER CIRCUMSTANCES WHICH A DILIGENT INQUIRY WOULD REVEAL AND
WHICH BEAR UPON THE RISK OF NONPAYMENT OF THE OBLIGATIONS.
EACH BORROWER
FURTHER REPRESENTS AND WARRANTS THAT SUCH BORROWER HAS READ AND UNDERSTANDS THE
TERMS AND CONDITIONS OF THE LOAN DOCUMENTS.
EACH BORROWER AGREES THAT NEITHER
THE AGENTS, ANY LENDER, NOR ANY ISSUING BANK HAS ANY RESPONSIBILITY TO INFORM
ANY BORROWER OF THE FINANCIAL CONDITION OF ANY OTHER BORROWER OR OF ANY OTHER
CIRCUMSTANCES WHICH BEAR UPON THE RISK OF NONPAYMENT OR NONPERFORMANCE OF THE
OBLIGATIONS.
SECTION 9.26 INTERCREDITOR AGREEMENTS AND COLLATERAL AGREEMENT
.
Each Lender hereunder (a) consents to the priority and/or subordination of
Liens provided for in the Intercreditor Agreement, (b) consents to the priority
and/or subordination of Liens provided for in the Senior Lender Intercreditor
Agreement, (c) agrees that it will be bound by and will take no actions contrary
to the provisions of the Intercreditor Agreement or the Senior Lender
Intercreditor Agreement, (d) authorizes and instructs the Collateral Agent to
enter into the Intercreditor Agreement as First Lien Intercreditor Agent and on
behalf of such Lender, (e) authorizes and instructs the Administrative Agent and
the Collateral Agent to enter