COVENANTS AND OTHER OBLIGATIONS, ACCURACY OF REPRESENTATIONS AND WARRANTIES,
EVENTS OF DEFAULT OR ANY AMOUNT THAT MAY BE PAYABLE TO THE ADMINISTRATIVE AGENT
OR THE LENDERS (OR THEIR ASSIGNEES OR REPLACEMENTS HEREUNDER), AND (Y) THE
OBLIGATIONS UNDER THE EXISTING CREDIT AGREEMENT THAT BECAME DUE AND PAYABLE
PRIOR TO THE SECOND AMENDMENT EFFECTIVE DATE SHALL, FROM AND AFTER THE SECOND
AMENDMENT EFFECTIVE DATE, CONTINUE TO BE OWING AND BE SUBJECT TO THE TERMS OF
THIS AGREEMENT. ALL REFERENCES IN THE NOTES AND THE OTHER CREDIT DOCUMENTS TO
(I) THE "CREDIT AGREEMENT" SHALL BE DEEMED TO REFER TO THIS AGREEMENT AND
(II) THE "LENDERS" OR A "LENDER" OR TO THE "ADMINISTRATIVE AGENT" SHALL MEAN
SUCH TERMS AS DEFINED IN THIS AGREEMENT. AS TO ALL PERIODS OCCURRING ON OR AFTER
THE SECOND AMENDMENT EFFECTIVE DATE, ALL OF THE COVENANTS SET FORTH IN THE
EXISTING CREDIT AGREEMENT SHALL BE OF NO FURTHER FORCE AND EFFECT (WITH RESPECT
TO SUCH PERIODS), IT BEING UNDERSTOOD THAT (X) ALL OBLIGATIONS OF HOLDINGS,
COMPANY AND THEIR SUBSIDIARIES UNDER THE EXISTING CREDIT AGREEMENT SHALL BE
GOVERNED BY THIS AGREEMENT FROM AND AFTER THE SECOND AMENDMENT EFFECTIVE DATE
AND (Y) THE TERMS, PROVISIONS AND COVENANTS CONTAINED IN THE EXISTING CREDIT
AGREEMENT SHALL CONTINUE TO APPLY FOR ALL PERIODS PRIOR TO THE SECOND AMENDMENT
EFFECTIVE DATE, AND THE EFFECTIVENESS OF THIS AGREEMENT SHALL NOT EXCUSE OR
WAIVE ANY FAILURE TO COMPLY WITH ANY OF THE TERMS, PROVISIONS OR COVENANTS
CONTAINED IN THE EXISTING CREDIT AGREEMENT FOR ANY PERIOD PRIOR TO THE SECOND
AMENDMENT EFFECTIVE DATE, EXCEPT AS OTHERWISE PROVIDED IN THE SECOND AMENDMENT.
(B)
COMPANY, HOLDINGS, THE AGENTS AND THE LENDERS ACKNOWLEDGE AND
AGREE THAT ALL PRINCIPAL, INTEREST, FEES, COSTS, REIMBURSABLE EXPENSES AND
INDEMNIFICATION OBLIGATIONS
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ACCRUING OR ARISING UNDER OR IN CONNECTION WITH THE EXISTING CREDIT AGREEMENT
WHICH REMAIN UNPAID AND OUTSTANDING AS OF THE SECOND AMENDMENT EFFECTIVE DATE
SHALL BE AND REMAIN OUTSTANDING AND PAYABLE AS AN OBLIGATION UNDER THIS
AGREEMENT AND THE OTHER CREDIT DOCUMENTS.
SECTION 2.
LOANS AND LETTERS OF CREDIT
2.1.
Term Loans.
(a)
Loan Commitments. Subject to the terms and conditions hereof, each of the
New Term Loan Lenders severally agrees, pursuant to the Second Amendment, to
make on the Second Amendment Effective Date a New Term Loan to Company in an
amount equal to its New Term Loan Commitment; provided that each Continuing
Lender having a New Term Loan Commitment shall make New Term Loans on the Second
Amendment Effective Date by exchanging its Existing Term Loans for New Term
Loans in the manner contemplated by this Section 2.1 and by the Second
Amendment. If any Continuing Lender's New Term Loan Commitment is greater than
the amount of its Existing Term Loans, such Continuing Lender shall comply with
Section 2.1(b)(ii). Company may make only one borrowing under the New Term Loan
Commitments which shall be made on the Second Amendment Effective Date. Any
amount borrowed under this Section 2.1(a) and subsequently repaid or prepaid may
not be reborrowed. Subject to Sections 2.12, 2.13(a)