ONLY TO THE LIEN SECURING THE
FIRST LIEN LOAN OBLIGATIONS (AS DEFINED IN THE INTERCREDITOR AGREEMENT)) AND THE
EXERCISE OF ANY RIGHT OR REMEDY BY THE AGENT HEREUNDER, INCLUDING, WITHOUT
LIMITATION, UNDER SECTION 8 HEREOF, IS SUBJECT TO THE PROVISIONS OF THE
INTERCREDITOR AGREEMENT.
IN ADDITION, THIS AGREEMENT SHALL BE SUBJECT IN ALL
OTHER RESPECTS TO THE TERMS AND 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.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, PRIOR TO THE FIRST LIEN LOAN
TERMINATION DATE (AS DEFINED IN THE INTERCREDITOR AGREEMENT), THE REQUIREMENTS
OF THIS AGREEMENT TO ENDORSE OR DELIVER COLLATERAL TO THE AGENT SHALL BE DEEMED
SATISFIED BY ENDORSEMENT OR DELIVERY OF SUCH COLLATERAL TO THE FIRST LIEN AGENT
AND ANY ENDORSEMENT OR DELIVERY TO THE FIRST LIEN AGENT SHALL BE DEEMED AN
ENDORSEMENT OR DELIVERY TO THE AGENT FOR ALL PURPOSES HEREUNDER.
3.
AGENT'S AND LENDERS' RIGHTS:
LIMITATIONS ON AGENT'S AND LENDERS' OBLIGATIONS
(A)
IT IS EXPRESSLY AGREED BY EACH GRANTOR THAT, ANYTHING HEREIN OR IN
ANY OTHER LOAN DOCUMENT TO THE CONTRARY NOTWITHSTANDING, EACH GRANTOR SHALL
REMAIN LIABLE UNDER EACH OF ITS RESPECTIVE CONTRACTUAL OBLIGATIONS, INCLUDING
ALL LICENSES, TO OBSERVE AND PERFORM ALL THE CONDITIONS AND OBLIGATIONS TO BE
OBSERVED AND PERFORMED BY IT THEREUNDER.
NEITHER AGENT NOR ANY LENDER SHALL
HAVE ANY OBLIGATION OR LIABILITY UNDER ANY CONTRACTUAL OBLIGATION BY REASON OF
OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE GRANTING
HEREIN OF A LIEN THEREON OR THE RECEIPT BY AGENT OR ANY LENDER OF ANY PAYMENT
RELATING TO ANY CONTRACTUAL OBLIGATION PURSUANT HERETO.
NEITHER AGENT NOR ANY
LENDER SHALL BE REQUIRED OR OBLIGATED IN ANY MANNER TO PERFORM OR FULFILL ANY OF
THE OBLIGATIONS OF ANY GRANTOR UNDER OR PURSUANT TO ANY CONTRACTUAL OBLIGATION,
OR TO MAKE ANY PAYMENT, OR TO MAKE ANY INQUIRY AS TO THE NATURE OR THE
SUFFICIENCY OF ANY PAYMENT RECEIVED BY IT OR THE SUFFICIENCY OF ANY PERFORMANCE
BY ANY PARTY UNDER ANY CONTRACTUAL OBLIGATION, OR TO PRESENT OR FILE ANY CLAIMS,
OR TO TAKE ANY ACTION TO COLLECT OR ENFORCE ANY PERFORMANCE OR THE PAYMENT OF
ANY AMOUNTS WHICH MAY HAVE BEEN ASSIGNED TO IT OR TO WHICH IT MAY BE ENTITLED AT
ANY TIME OR TIMES.
(B)
AGENT MAY AT ANY TIME AFTER AN EVENT OF DEFAULT HAS OCCURRED AND
IS CONTINUING (OR IF ANY RIGHTS OF SET-OFF (OTHER THAN SET-OFFS AGAINST AN
ACCOUNT ARISING UNDER THE CONTRACT GIVING RISE TO THE SAME ACCOUNT) OR CONTRA
ACCOUNTS MAY BE ASSERTED WITH RESPECT TO THE FOLLOWING), WITHOUT PRIOR NOTICE TO
ANY GRANTOR, NOTIFY EACH GRANTOR'S ACCOUNT DEBTORS AND ALL OTHER PERSONS
OBLIGATED ON ANY OF THE COLLATERAL THAT AGENT HAS A SECURITY INTEREST THEREIN,
AND THAT PAYMENTS SHALL BE MADE DIRECTLY TO AGENT, FOR ITSELF AND THE BENEFIT OF
LENDERS.
UPON THE REQUEST OF AGENT, EACH GRANTOR SHALL SO NOTIFY ITS ACCOUNT
DEBTORS AND OTHER PERSONS OBLIGATED