CAUSE THE TRANSFER OF THE PROCEEDS OF EACH LOAN TO
THE (THOSE) BORROWER(S) ON WHOSE BEHALF SUCH LOAN WAS OBTAINED. THE LENDER SHALL
NOT HAVE ANY OBLIGATION TO SEE TO THE APPLICATION OF SUCH PROCEEDS.
(D)
EACH OF THE BORROWERS SHALL REMAIN JOINTLY AND SEVERALLY LIABLE TO
THE LENDER FOR THE PAYMENT AND PERFORMANCE OF ALL LIABILITIES (WHICH PAYMENT AND
PERFORMANCE SHALL CONTINUE TO BE SECURED BY ALL COLLATERAL GRANTED BY EACH OF
THE BORROWERS) NOTWITHSTANDING ANY DETERMINATION BY THE LENDER TO CEASE MAKING
LOANS OR CAUSING L/CS TO BE ISSUED TO OR FOR THE BENEFIT OF ANY BORROWER.
(E)
THE AUTHORITY OF THE IPARTY RETAIL TO REQUEST LOANS ON BEHALF OF,
AND TO BIND, THE BORROWERS, SHALL CONTINUE UNLESS AND UNTIL THE LENDER ACTS AS
PROVIDED IN SUBPARAGRAPH (C), ABOVE, OR THE LENDER ACTUALLY RECEIVES
(I)
WRITTEN NOTICE OF: (I) THE TERMINATION OF SUCH AUTHORITY, AND (II)
THE SUBSEQUENT APPOINTMENT OF A SUCCESSOR AGENT FOR THE BORROWERS, WHICH NOTICE
IS SIGNED BY THE RESPECTIVE PRESIDENTS OF EACH BORROWER (OTHER THAN THE
PRESIDENT OF THE IPARTY RETAIL BEING REPLACED) THEN ELIGIBLE FOR BORROWING UNDER
THIS AGREEMENT; AND
(II)
WRITTEN NOTICE FROM SUCH SUCCESSIVE IPARTY RETAIL(I) ACCEPTING
SUCH APPOINTMENT; (II) ACKNOWLEDGING THAT SUCH REMOVAL AND APPOINTMENT HAS BEEN
EFFECTED BY THE RESPECTIVE PRESIDENTS OF SUCH BORROWERS ELIGIBLE FOR BORROWING
UNDER THIS AGREEMENT; AND (III) ACKNOWLEDGING THAT FROM AND AFTER THE DATE OF
SUCH APPOINTMENT, THE NEWLY APPOINTED IPARTY RETAIL SHALL BE BOUND BY THE TERMS
HEREOF.
14-23.
AMENDMENT AND RESTATEMENT.
EFFECTIVE AS OF THE DATE HEREOF, EACH
BORROWER HEREBY AGREES TO BECOME A BORROWER, DEBTOR AND OBLIGOR UNDER, AND TO
BIND ITSELF TO, THE EXISTING FINANCING AGREEMENTS TO WHICH BORROWERS ARE BOUND
GENERALLY (IN EACH CASE, AS MODIFIED AND RESTATED HEREBY), AND, IN SUCH
CAPACITY, TO ASSUME AND BIND ITSELF TO ALL LIABILITIES OF BORROWERS THEREUNDER
(AS MODIFIED AND RESTATED HEREBY). THE TERMS, CONDITIONS, AGREEMENTS, COVENANTS,
REPRESENTATIONS AND WARRANTIES SET FORTH IN AND RELATING TO THE EXISTING CREDIT
AGREEMENT ARE HEREBY AMENDED, RESTATED, REPLACED AND SUPERSEDED IN THEIR
ENTIRETY BY THE TERMS, CONDITIONS, AGREEMENTS, COVENANTS, REPRESENTATIONS AND
WARRANTIES SET FORTH IN THIS AGREEMENT. THIS AGREEMENT DOES NOT EXTINGUISH THE
OBLIGATIONS, INCLUDING, WITHOUT LIMITATION, OBLIGATIONS FOR THE PAYMENT OF
MONEY, OUTSTANDING UNDER THE EXISTING CREDIT AGREEMENT OR DISCHARGE OR RELEASE
THE OBLIGATIONS OR THE LIENS OR PRIORITY OF ANY MORTGAGE, PLEDGE, SECURITY
AGREEMENT OR ANY OTHER SECURITY THEREFOR, WHICH SHALL CONTINUE, AS MODIFIED AND
RESTATED HEREBY, WITHOUT INTERRUPTION AND IN FULL FORCE AND EFFECT. NOTHING
HEREIN CONTAINED SHALL BE CONSTRUED AS A SUBSTITUTION OR NOVATION OF THE
OBLIGATIONS OUTSTANDING UNDER THE EXISTING CREDIT AGREEMENT OR INSTRUMENTS
SECURING THE SAME, WHICH SHALL REMAIN IN FULL FORCE AND EFFECT, EXCEPT IN EACH
CASE AS AMENDED,
55
restated, replaced and superseded hereby or by instruments executed in
connection herewith. Nothing expressed or implied in this Agreement shall be
construed as a release or other discharge of any Borrower or guarantor from any
of their obligations or liabilities under the Existing Financing Agreements or
any