OF THE LENDERS.
EACH
LENDER FURTHER EXPRESSLY ACCEPTS AND AGREES TO THE TERMS AND PROVISIONS OF THE
INTERCREDITOR AGREEMENT.
SECTION 9.22.
EFFECTIVENESS OF AMENDMENT AND RESTATEMENT; NO NOVATION.
(A)
UNTIL THIS AGREEMENT BECOMES EFFECTIVE IN ACCORDANCE WITH THE TERMS HEREOF, THE
ORIGINAL CREDIT AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT AND SHALL NOT BE
AFFECTED HEREBY.
ON AND AFTER THE RESTATEMENT EFFECTIVE DATE, ALL OBLIGATIONS
OF HOLDINGS, EACH BORROWER AND EACH SUBSIDIARY LOAN PARTY UNDER THE ORIGINAL
CREDIT AGREEMENT SHALL BECOME OBLIGATIONS OF HOLDINGS, SUCH BORROWER OR SUCH
SUBSIDIARY LOAN PARTY, AS APPLICABLE, HEREUNDER, SECURED BY THE SECURITY
DOCUMENTS, AND THE PROVISIONS OF THE ORIGINAL CREDIT AGREEMENT SHALL BE
SUPERSEDED BY THE PROVISIONS HEREOF.
(B)
THIS AGREEMENT SHALL NOT EXTINGUISH THE LOANS, ANY LETTERS OF CREDIT OR ANY
B/AS OUTSTANDING UNDER THE ORIGINAL CREDIT AGREEMENT OR THE GUARANTEES OF THE
LOAN PARTIES UNDER ARTICLE X
127
THEREOF.
NOTHING HEREIN CONTAINED SHALL BE CONSTRUED AS A SUBSTITUTION OR
NOVATION OF THE LOANS, LETTERS OF CREDIT OR B/AS OUTSTANDING UNDER THE ORIGINAL
CREDIT AGREEMENT OR OF THE GUARANTEES OF THE LOAN PARTIES UNDER ARTICLE X
THEREOF, WHICH SHALL REMAIN OUTSTANDING AFTER THE RESTATEMENT EFFECTIVE DATE AS
MODIFIED HEREBY.
NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT, THE
PROVISIONS OF SECTIONS 2.15, 2.16, 2.17 AND 9.03 OF THE ORIGINAL CREDIT
AGREEMENT AS IN EFFECT IMMEDIATELY PRIOR TO THE RESTATEMENT EFFECTIVE DATE WILL
CONTINUE TO BE EFFECTIVE AS TO ALL MATTERS ARISING OUT OF OR IN ANY WAY RELATED
TO FACTS OR EVENTS EXISTING OR OCCURRING PRIOR TO THE RESTATEMENT EFFECTIVE
DATE.
SECTION 9.23.
AMENDMENT OF SECURITY DOCUMENTS.
BY EXECUTION OF THIS AGREEMENT,
THE LENDERS HEREBY CONSENT TO THE AMENDMENT OR AMENDMENT AND RESTATEMENT, AS
APPLICABLE, OF THE SECURITY AGREEMENTS (AS SUCH TERM IS DEFINED IN THE ORIGINAL
CREDIT AGREEMENT), TO THE EXTENT NECESSARY, AS CONTEMPLATED BY THIS AGREEMENT.
SECTION 9.24.
APPLICATION OF COLLATERAL PROCEEDS.
(A)
EACH OF THE LENDERS
HEREBY AGREES THAT THE ADMINISTRATIVE AGENT SHALL APPLY THE PROCEEDS OF ANY
COLLECTION OR SALE OF COLLATERAL, INCLUDING ANY COLLATERAL CONSISTING OF CASH,
UNDER THE DOMESTIC SECURITY AGREEMENT OR ANY OTHER COLLATERAL DOCUMENT SECURING
THE U.S. OBLIGATIONS AS FOLLOWS:
(I) FIRST, TO THE PAYMENT OF ALL COSTS AND EXPENSES INCURRED BY THE
ADMINISTRATIVE AGENT IN CONNECTION WITH SUCH COLLECTION OR SALE OR OTHERWISE IN
CONNECTION WITH ANY LOAN DOCUMENT OR ANY OF THE SECURED OBLIGATIONS, INCLUDING
ALL COURT COSTS AND THE FEES AND EXPENSES OF ITS AGENTS AND LEGAL COUNSEL, THE
REPAYMENT OF ALL ADVANCES MADE BY THE ADMINISTRATIVE AGENT UNDER ANY LOAN
DOCUMENT ON BEHALF OF ANY LOAN PARTY AND ANY OTHER COSTS OR EXPENSES INCURRED IN
CONNECTION WITH THE EXERCISE OF ANY RIGHT OR REMEDY UNDER ANY LOAN DOCUMENT;
(II) SECOND, UNTIL THE DISCHARGE OF REVOLVING LENDER CLAIMS HAS OCCURRED, TO THE
PAYMENT IN FULL OF THE SECURED REVOLVING OBLIGATIONS (THE AMOUNTS SO APPLIED TO
BE DISTRIBUTED AMONG THE SECURED PARTIES PRO RATA IN ACCORDANCE WITH THE AMOUNTS
OF THE SECURED REVOLVING OBLIGATIONS OWED TO THEM ON THE DATE OF ANY SUCH