by all
the parties hereto shall be lodged with the Borrower and the Administrative
Agent. Delivery of an executed counterpart hereof by facsimile or other
electronic transmission shall be as effective as delivery of any original
executed counterpart hereof.
13.10 Intercreditor Agreement.
(a) EACH LENDER PARTY HERETO UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT IT (AND
EACH OF ITS SUCCESSORS AND ASSIGNS) AND EACH OTHER LENDER (AND EACH OF THEIR
SUCCESSORS AND ASSIGNS) SHALL BE BOUND BY THE INTERCREDITOR AGREEMENT, WHICH IN
CERTAIN CIRCUMSTANCES MAY REQUIRE (AS MORE FULLY PROVIDED THEREIN) THE TAKING OF
CERTAIN ACTIONS BY THE LENDERS, INCLUDING THE PURCHASE AND SALE OF
PARTICIPATIONS BY VARIOUS LENDERS TO EACH OTHER IN ACCORDANCE WITH THE TERMS
THEREOF.
(b) THE PROVISIONS OF THIS SECTION 13.10 ARE NOT INTENDED TO SUMMARIZE OR
DESCRIBE THE PROVISIONS OF THE INTERCREDITOR 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 NO AGENT
OR ANY OF AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER AS TO THE
SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR
AGREEMENT. A COPY OF THE INTERCREDITOR AGREEMENT MAY BE OBTAINED FROM THE
ADMINISTRATIVE AGENT.
(c) AS MORE FULLY PROVIDED THEREIN, THE INTERCREDITOR AGREEMENT CAN ONLY BE
AMENDED BY THE PARTIES THERETO IN ACCORDANCE WITH THE PROVISIONS THEREOF.
(d) IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THIS AGREEMENT AND THE
INTERCREDITOR AGREEMENT, THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN
AND CONTROL EXCEPT WITH RESPECT TO ANY TERMS NOT CONSENTED TO BY THE BORROWER
THAT, PURSUANT TO THE INTERCREDITOR AGREEMENT, REQUIRES THE CONSENT OF THE
BORROWER.
13.11 Headings Descriptive. The headings of the several sections and subsections
of this Agreement are inserted for convenience only and shall not in any way
affect the meaning or construction of any provision of this Agreement.
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13.12 Amendment or Waiver, etc.
(a) Neither this Agreement nor any other Credit Document nor any terms hereof or
thereof may be changed, waived, discharged or terminated unless such change,
waiver, discharge or termination is in writing signed by the respective Credit
Parties party hereto or thereto and the Required Lenders (although additional
parties (other than foreign borrowers) may be added to (and annexes may be
modified to reflect such additions), and Subsidiaries of the Borrower may be
released from the Guaranty and the Security Documents in accordance with the
provisions hereof and thereof without the consent of the other Credit Parties
party thereto or the Required Lenders), provided that no such change, waiver,
discharge or termination shall, without the consent of each Lender (other than,
except with respect to following clause (i), a Defaulting Lender) (with
Obligations being directly adversely affected in the case of following clause
(i) or whose Obligations are being extended in the case of following clause
(i)(x)), (i)(x) extend the final scheduled maturity of any Loan or Note,
(y) reduce