of the Termination Date.
In connection with any
such release, the Administrative Agent shall promptly execute and deliver to the
relevant Loan Party, at such Loan Party's expense, all documents that such Loan
Party shall reasonably request to evidence termination or release.
Any
execution and delivery of any document pursuant to the preceding sentence of
this Section 9.21 shall be without recourse to or warranty by the Administrative
Agent (other than as to the Administrative Agent's authority to execute and
deliver such documents).
Section 9.22
Intercreditor Agreement.
REFERENCE IS MADE TO THE
INTERCREDITOR AGREEMENT.
EACH LENDER HEREUNDER AGREES THAT IT WILL BE BOUND BY
AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE INTERCREDITOR
AGREEMENT AND AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT TO ENTER INTO
THE INTERCREDITOR AGREEMENT AS "TERM LOAN ADMINISTRATIVE AGENT" AND ON BEHALF OF
SUCH LENDER.
THE PROVISIONS OF THIS SECTION 9.22 ARE NOT INTENDED TO SUMMARIZE
ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS
ATTACHED AS AN EXHIBIT TO THIS 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 NEITHER THE
ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY
LENDER AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE
INTERCREDITOR AGREEMENT.
THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT
TO THE LENDERS UNDER THE ABL CREDIT AGREEMENT TO EXTEND CREDIT THEREUNDER AND
SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE
PROVISIONS OF THE INTERCREDITOR AGREEMENT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE LIENS AND SECURITY
INTERESTS GRANTED TO THE ADMINISTRATIVE AGENT PURSUANT TO THE LOAN DOCUMENTS IN
ANY COLLATERAL AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE ADMINISTRATIVE
AGENT WITH RESPECT TO ANY COLLATERAL ARE SUBJECT TO THE PROVISIONS OF THE
INTERCREDITOR AGREEMENT.
IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE
INTERCREDITOR AGREEMENT AND THIS AGREEMENT, THE TERMS OF THE INTERCREDITOR
AGREEMENT SHALL GOVERN AND CONTROL.
Section 9.23
Acknowledgement and Consent to Bail-In of EEA Financial
Institutions.
Notwithstanding anything to the contrary in this Agreement or in
any other agreement, arrangement or understanding between the parties hereto,
each party hereto acknowledges that that any liability of such EEA Financial
Institution
under this Agreement, to the extent such liability is unsecured,
may be subject to the write-down and conversion powers of an EEA Resolution
Authority and each party hereto agrees and consents to, and acknowledges and
agrees to be bound by:
(a)
the application of any Write-Down and Conversion Powers by an EEA
Resolution Authority to any such liabilities arising hereunder which may be
payable to it by Buyer or Seller (as applicable); and
(b)
the effects of any Bail-in Action on any such liability,
including, if applicable:
(i)
a reduction in full or in part or cancellation of any such liability;
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(ii)