BORROWER'S RIGHT TO
THE PIK ELECTION (AS DEFINED IN THE TERM CREDIT AGREEMENT AS IN EFFECT ON THE
DATE HEREOF); PROVIDED THAT THE FOREGOING SHALL NOT BE DEEMED TO LIMIT ANY
AMENDMENTS WHICH INCREASE THE ACCRUED INTEREST WHICH MAY BECOME A PIK AMOUNT,
(IV) DIRECTLY OR INDIRECTLY PROHIBIT OR RESTRICT THE PAYMENT OF PRINCIPAL OF,
INTEREST ON, THE ABL OBLIGATIONS, IN A MANNER MORE RESTRICTIVE THAN THE
PROHIBITIONS AND RESTRICTIONS CONTAINED IN THE TERM CREDIT AGREEMENT AS IN
EFFECT ON THE DATE HEREOF, (V) SHORTEN THE SCHEDULED MATURITY OF THE TERM
OBLIGATIONS, (VI) REQUIRE ANY SCHEDULED PRINCIPAL PAYMENTS OR OTHER MANDATORY
PRINCIPAL PAYMENTS ON ACCOUNT OF THE TERM OBLIGATIONS (OTHER THAN FOR MANDATORY
PREPAYMENTS UNDER THE TERM CREDIT AGREEMENT (AS IN EFFECT ON THE DATE HEREOF))
OR REQUIRE THAT ANY PAYMENT ON THE TERM OBLIGATIONS BE MADE EARLIER THAN THE
DATE ORIGINALLY SCHEDULED FOR SUCH PAYMENT, OR (VII) CHANGE ANY PROVISIONS OF
SECTIONS 7.05 OR 7.08(D) OF THE TERM CREDIT AGREEMENT THAT WOULD BE MORE
RESTRICTIVE THAN THOSE IN EFFECT UNDER THE TERM DOCUMENTS AS OF THE DATE HEREOF.
(C)
NO CONSENT FURNISHED BY THE ABL AGENT OR
THE TERM AGENT PURSUANT TO SECTIONS 5.2(A) OR 5.2(B) HEREOF SHALL BE DEEMED TO
CONSTITUTE THE MODIFICATION OR WAIVER OF ANY PROVISIONS OF THE ABL DOCUMENTS OR
THE TERM DOCUMENTS, EACH OF WHICH REMAIN IN FULL FORCE AND EFFECT.
WITHOUT
LIMITING THE FOREGOING, THE ABL AGENT AND THE ABL LENDERS MAY CONTINUE TO MAKE
LOANS AND ADVANCES AND ISSUE LETTERS OF CREDIT FOR THE ACCOUNT OF THE ABL
BORROWERS NOTWITHSTANDING THAT AN EVENT OF DEFAULT EXISTS OR MAY ARISE THEREFROM
UNDER THE TERM DOCUMENTS AND NEITHER THE ABL AGENT NOR THE ABL SECURED PARTIES
SHALL HAVE ANY LIABILITY TO THE TERM AGENT OR THE TERM SECURED PARTIES ON
ACCOUNT THEREOF.
30
(D)
THE ABL OBLIGATIONS AND THE TERM OBLIGATIONS
MAY BE REFINANCED, IN WHOLE OR IN PART, IN EACH CASE, WITHOUT NOTICE TO, OR THE
CONSENT (EXCEPT TO THE EXTENT A CONSENT IS REQUIRED PURSUANT TO
SECTION 5.2(A) OR (B) ABOVE OR TO PERMIT THE REFINANCING TRANSACTION UNDER ANY
ABL DOCUMENT OR ANY TERM DOCUMENT) OF THE ABL AGENT, THE ABL SECURED PARTIES,
THE TERM AGENT OR THE TERM SECURED PARTIES, AS THE CASE MAY BE, ALL WITHOUT
AFFECTING THE LIEN PRIORITY PROVIDED FOR HEREIN OR THE OTHER PROVISIONS HEREOF,
PROVIDED, HOWEVER, THAT THE HOLDERS OF SUCH REFINANCING INDEBTEDNESS (OR AN
AUTHORIZED AGENT OR TRUSTEE ON THEIR BEHALF) BIND THEMSELVES IN WRITING TO THE
TERMS OF THIS AGREEMENT PURSUANT TO SUCH DOCUMENTS OR AGREEMENTS (INCLUDING
AMENDMENTS OR SUPPLEMENTS TO THIS AGREEMENT) AS THE ABL AGENT OR THE TERM AGENT,
AS THE CASE MAY BE, SHALL REASONABLY REQUEST AND IN FORM AND SUBSTANCE
REASONABLY ACCEPTABLE TO THE ABL AGENT OR THE TERM AGENT, AS THE CASE MAY BE,
AND ANY SUCH REFINANCING TRANSACTION SHALL BE IN ACCORDANCE WITH ANY APPLICABLE
PROVISIONS OF BOTH THE ABL DOCUMENTS AND THE TERM DOCUMENTS (TO THE EXTENT SUCH
DOCUMENTS SURVIVE THE REFINANCING).
Section 5.3
Reinstatement and