OF SUCH OBLIGATIONS, BEFORE ANY
PAYMENT OR DISTRIBUTION IS MADE ON, OR IN RESPECT OF, ANY INTERCOMPANY DEBT, IN
ANY SUCH PROCEEDING, ANY DISTRIBUTION OR PAYMENT, TO WHICH AGENT OR ANY LENDER
WOULD BE ENTITLED EXCEPT FOR THE PROVISIONS HEREOF SHALL BE PAID BY SUCH CREDIT
PARTY, OR BY ANY RECEIVER, TRUSTEE IN BANKRUPTCY, LIQUIDATING TRUSTEE, AGENT OR
OTHER PERSON MAKING SUCH PAYMENT OR DISTRIBUTION DIRECTLY TO AGENT (FOR THE
BENEFIT OF AGENT AND THE LENDERS) TO THE EXTENT NECESSARY TO PAY ALL SUCH
OBLIGATIONS IN FULL IN CASH, AFTER GIVING EFFECT TO ANY CONCURRENT PAYMENT OR
DISTRIBUTION TO AGENT AND LENDERS (OR TO AGENT FOR THE BENEFIT OF AGENT AND
LENDERS).
9.22.
PARTIES INCLUDING TRUSTEES; BANKRUPTCY COURT
PROCEEDINGS.
THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, AND ALL LIENS AND OTHER
RIGHTS AND PRIVILEGES CREATED HEREBY OR PURSUANT HERETO OR TO ANY OTHER LOAN
DOCUMENT SHALL BE BINDING UPON EACH CREDIT PARTY, THE ESTATE OF EACH BORROWER,
AND ANY TRUSTEE, OTHER ESTATE REPRESENTATIVE OR ANY SUCCESSOR IN INTEREST OF
BORROWER IN ANY PREPACKAGED CHAPTER 11 CASE OR ANY SUBSEQUENT CASE COMMENCED
UNDER CHAPTER 7 OF THE BANKRUPTCY CODE, AND SHALL NOT BE SUBJECT TO SECTION 365
OF THE BANKRUPTCY CODE.
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE
BINDING UPON, AND INURE TO THE BENEFIT OF, THE SUCCESSORS OF AGENT AND LENDERS
AND THEIR RESPECTIVE ASSIGNS, TRANSFEREES AND ENDORSEES.
THE
74
LIENS CREATED BY THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE AND REMAIN
VALID AND PERFECTED IN THE EVENT OF THE SUBSTANTIVE CONSOLIDATION OR CONVERSION
OF ANY PREPACKAGED CHAPTER 11 CASE OR ANY OTHER BANKRUPTCY CASE OF ANY CREDIT
PARTY TO A CASE UNDER CHAPTER 7 OF THE BANKRUPTCY CODE OR IN THE EVENT OF
DISMISSAL OF ANY PREPACKAGED CHAPTER 11 CASE OR THE RELEASE OF ANY COLLATERAL
FROM THE JURISDICTION OF THE BANKRUPTCY COURT FOR ANY REASON, WITHOUT THE
NECESSITY THAT AGENT FILE FINANCING STATEMENTS OR OTHERWISE PERFECT ITS LIENS
UNDER APPLICABLE LAW.
NO CREDIT PARTY MAY ASSIGN, TRANSFER, HYPOTHECATE OR
OTHERWISE CONVEY ITS RIGHTS, BENEFITS, OBLIGATIONS OR DUTIES HEREUNDER OR UNDER
ANY OF THE OTHER LOAN DOCUMENTS WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT OF
AGENT AND LENDERS.
ANY SUCH PURPORTED ASSIGNMENT, TRANSFER, HYPOTHECATION OR
OTHER CONVEYANCE BY ANY CREDIT PARTY WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT
OF AGENT AND LENDERS SHALL BE VOID.
THE TERMS AND PROVISIONS OF THIS AGREEMENT
ARE FOR THE PURPOSE OF DEFINING THE RELATIVE RIGHTS AND OBLIGATIONS OF EACH
CREDIT PARTY, AGENT AND LENDERS WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED
HEREBY AND NO PERSON SHALL BE A THIRD PARTY BENEFICIARY OF ANY OF THE TERMS AND
PROVISIONS OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.
9.23.
PRE-PETITION LOAN DOCUMENTS.
BORROWER AND EACH
OTHER CREDIT PARTY HEREBY AGREES THAT (I) THIS AGREEMENT IS SEPARATE AND
DISTINCT FROM THE PRE-PETITION CREDIT AGREEMENT AND (II) THE PRE-PETITION CREDIT
AGREEMENT IS IN FULL FORCE AND EFFECT.
BORROWER AND EACH OTHER CREDIT PARTY
FURTHER AGREES THAT BY ENTERING INTO THIS AGREEMENT, LENDERS DO NOT