for the benefit of the Secured Parties and, subject to the
Intercreditor Agreement, all proceeds or payments realized from the Collateral
in accordance herewith shall be applied to the Secured Obligations in accordance
with Section 22(d) hereof and, to the extent of distributions pursuant thereto
in respect the various Secured Obligations, in accordance with the terms of the
applicable Second Lien Documents.
(p)
INTERCREDITOR AGREEMENT.
REFERENCE IS HEREBY MADE TO THE
INTERCREDITOR AGREEMENT.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY,
(I) THE LIENS AND SECURITY INTERESTS GRANTED PURSUANT TO THIS AGREEMENT ARE
EXPRESSLY SUBJECT AND SUBORDINATE TO THE LIENS AND SECURITY INTERESTS GRANTED
PURSUANT TO THE FIRST LIEN COLLATERAL DOCUMENTS (AS SUCH TERM IS DEFINED IN THE
INTERCREDITOR AGREEMENT) AND (II) THE EXERCISE OF ANY RIGHT OR REMEDY HEREUNDER
IS SUBJECT TO THE LIMITATIONS AND PROVISIONS OF THE INTERCREDITOR AGREEMENT.
IN
THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND
THE TERMS OF THIS AGREEMENT, THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL
GOVERN.
THE COLLATERAL AGENT, FOR ITSELF AND ON BEHALF OF EACH OF THE SECOND
LIEN AGENTS AND OTHER SECURED PARTIES, HEREBY AGREES THAT ANY PROVISION OF THIS
AGREEMENT TO THE CONTRARY NOTWITHSTANDING, NO GRANTOR SHALL BE REQUIRED TO ACT
OR REFRAIN FROM ACTING IN A MANNER THAT IS INCONSISTENT WITH THE TERMS AND
PROVISIONS OF THE INTERCREDITOR AGREEMENT.
WITHOUT LIMITATION OF THE FOREGOING
AND IN ANY EVENT, NO GRANTOR SHALL BE REQUIRED TO TAKE ANY ACTION HEREUNDER IF
TAKING SUCH ACTION (X) WOULD BE INCONSISTENT WITH THE TERMS OF THE INTERCREDITOR
AGREEMENT OR (Y) WOULD IMPAIR THE ABILITY OF ANY FIRST LIEN AGENT OR OTHER FIRST
LIEN SECURED PARTY TO PERFECT OR ENFORCE ITS INTEREST IN ANY COLLATERAL OR TO
OBTAIN POSSESSION OR CONTROL (WITHIN THE MEANING OF THE UCC) OF ANY
37
COLLATERAL IN ORDER TO ASSURE THE PRIORITY OF THE LIEN THEREIN OF SUCH FIRST
LIEN AGENT OR OTHER FIRST LIEN SECURED PARTY AS AGAINST ANY OTHER PERSON.
(q)
Amendment and Restatement.
Until the amendment and restatement of
the Existing Security Agreement becomes effective on April 13, 2015 (the
"Restatement Date"), the Existing Security Agreement shall remain in full force
and effect and shall not be affected hereby.
On and after the Restatement Date,
all obligations, grants, pledges and duties of the Grantors under the Existing
Security Agreement shall automatically become obligations, grants, pledges and
duties of the Grantors hereunder and the provisions of the Existing Security
Agreement shall be suspended by the provisions hereof.
The security interests
and pledges of the Collateral created under the Existing Security Agreement are
hereby ratified and confirmed and shall continue to be in full force and effect
following the Restatement Date as security for the due and prompt payment and
performance when done (whether at stated maturity, by acceleration or otherwise)
by each Grantor of all of the present and future Secured Obligations of such
Grantor.
[Remainder of page intentionally left blank]
38
IN WITNESS WHEREOF, each of the parties hereto has caused this