§ 382.2(b).
"Default Right" has the meaning assigned to that term in, and shall be
interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as
applicable.
"QFC" has the meaning assigned to the term "qualified financial contract" in,
and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D)).
Section 13.23.
Intercreditor Agreement.
BY ACCEPTING THE BENEFITS OF THE SECURITY INTERESTS SET FORTH HEREIN THE LENDER
PARTIES (INCLUDING EACH PERSON THAT BECOMES A LENDER PARTY PURSUANT TO SECTION
13.5 OR OTHERWISE) HEREBY (A) CONSENT TO AND APPROVE EACH AND ALL OF THE
PROVISIONS OF THE INTERCREDITOR AGREEMENT, (B) AGREE THAT, UPON THE
ADMINISTRATIVE AGENT'S EXECUTION OF THE INTERCREDITOR AGREEMENT, THEY WILL BE
BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE
INTERCREDITOR AGREEMENT, (C) ACKNOWLEDGE THAT THE LIENS SECURING THE
OBLIGATIONS, AND THE EXERCISE OF RIGHTS AND REMEDIES WITH RESPECT TO THE
GUARANTEED OBLIGATIONS AND THE LIENS GRANTED TO THE COLLATERAL AGENT FOR THE
BENEFIT THE ADMINISTRATIVE AGENT AND LENDER PARTIES UNDER THE PLEDGE AGREEMENT
AND THE OTHER LOAN DOCUMENTS, ARE SUBJECT TO THE INTERCREDITOR AGREEMENT AND (D)
IRREVOCABLY AUTHORIZE AND DIRECT THE ADMINISTRATIVE AGENT TO EXECUTE AND DELIVER
THE INTERCREDITOR AGREEMENT UPON THE OCCURRECE OF THE SECURITY TRIGGER DATE AND
TO PERFORM ITS OBLIGATIONS THEREUNDER.
IN THE EVENT OF ANY CONFLICT BETWEEN THE
TERMS OF THE INTERCREDITOR AGREEMENT AND THIS AGREEMENT, THE TERMS OF THE
INTERCREDITOR AGREEMENT SHALL GOVERN.
Further, by accepting the benefits set forth herein the Lender Parties
(including each Person that becomes a Lender Party pursuant to Section 13.5 or
otherwise) hereby (a) acknowledge that Wells Fargo is acting under
the Intercreditor Agreement in multiple capacities as the Administrative
Agent and the Collateral Agent and (b) waive any conflict of interest, now
contemplated or arising hereafter, in connection therewith and agrees not to
assert against Wells Fargo any claims, causes of action, damages or liabilities
of whatever kind or nature relating to any such conflict of interest, except for
any such claims, causes of action, damages or liabilities resulting from gross
negligence or willful misconduct by Wells Fargo as determined by a court of
competent jurisdiction in a final, non-appealable judgment. The Lender Parties
(and each Person that becomes a Lender Party pursuant to Section 13.5 or
otherwise) hereby authorize and direct Wells Fargo to enter into
the Intercreditor Agreement on behalf of each Lender Party and agree that Wells
Fargo, in its various capacities thereunder, may take such actions on its behalf
as is contemplated by the terms of the Intercreditor Agreement.
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