SHALL BE DEEMED SUBJECT TO THE
PROVISION THAT SUCH GUARANTEE OBLIGATIONS SHALL BE REINSTATED IF AFTER SUCH
RELEASE ANY PORTION OF ANY PAYMENT IN RESPECT OF THE OBLIGATIONS GUARANTEED
THEREBY SHALL BE RESCINDED OR MUST OTHERWISE BE RESTORED OR RETURNED UPON THE
INSOLVENCY, BANKRUPTCY, DISSOLUTION, LIQUIDATION OR REORGANIZATION OF THE
COMPANY OR ANY GUARANTOR, OR UPON OR AS A RESULT OF THE APPOINTMENT OF A
RECEIVER, INTERVENOR OR CONSERVATOR OF, OR TRUSTEE OR SIMILAR OFFICER FOR, THE
COMPANY OR ANY GUARANTOR OR ANY SUBSTANTIAL PART OF ITS PROPERTY, OR OTHERWISE,
ALL AS THOUGH SUCH PAYMENT HAD NOT BEEN MADE.
11.28
Agreement Regarding Intercreditor Agreement.
In
accordance with the terms of the Intercreditor Agreement, each of the Lenders
executing this Agreement agrees to be bound to and by the terms of the
Intercreditor Agreement, and hereby instructs the Administrative Agent to
execute and deliver (on behalf of each Lender) a notice (with a copy of this
Agreement) to the Second Lien Collateral Agent and the Second Lien Secured
Parties (each as defined in the Intercreditor Agreement) evidencing such
agreement.
11.29
Assignment by Exiting Lenders.
(A)
EACH EXITING LENDER HEREBY SELLS, TRANSFERS
AND ASSIGNS TO THE LENDERS, AND EACH LENDER SEVERALLY HEREBY PURCHASES, ASSUMES
AND ACCEPTS FROM THE EXITING LENDERS WITHOUT RECOURSE AND WITHOUT REPRESENTATION
OR WARRANTY (EXCEPT AS PROVIDED HEREIN) SUCH LENDER'S PRO RATA SHARE OF ALL OF
SUCH EXITING LENDER'S "PRO RATA SHARE" (AS DEFINED IN THE EXISTING CREDIT
AGREEMENT) IMMEDIATELY PRIOR TO THE EFFECTIVE TIME OF (I) THE COMMITMENTS UNDER
THE EXISTING CREDIT AGREEMENT, (II) THE OUTSTANDING EXISTING REVOLVING CREDIT
OUTSTANDINGS AND (II) ALL RELATED RIGHTS, BENEFITS, OBLIGATIONS (INCLUDING THE
EXITING LENDERS' COMMITMENTS), LIABILITIES AND INDEMNITIES OF THE EXITING
LENDERS UNDER AND IN CONNECTION WITH THE EXISTING CREDIT AGREEMENT, EACH
EXISTING LOAN DOCUMENT AND ALL COLLATERAL AND OTHER SECURITY FOR THE OBLIGATIONS
(THE "ASSIGNED INTEREST").
FOR THE AVOIDANCE OF DOUBT, THE ASSIGNED INTEREST IN
THE AGGREGATE EQUALS 100% OF EACH OF THE EXITING LENDERS' RIGHTS AND OBLIGATIONS
UNDER THE EXISTING CREDIT AGREEMENT.
(B)
EACH EXITING LENDER (I) REPRESENTS AND
WARRANTS THAT (A) IT IS THE LEGAL AND BENEFICIAL OWNER OF ITS ASSIGNED INTEREST,
(B) SUCH ASSIGNED INTEREST IS FREE AND CLEAR OF ANY LIEN, ENCUMBRANCE OR OTHER
ADVERSE CLAIM, AND (C) IT HAS FULL POWER AND AUTHORITY, AND HAS TAKEN ALL ACTION
NECESSARY, TO EXECUTE AND DELIVER THIS AGREEMENT AND TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED HEREBY; (II) MAKES NO REPRESENTATION OR WARRANTY AND
ASSUMES NO RESPONSIBILITY WITH RESPECT TO ANY STATEMENTS, WARRANTIES OR
REPRESENTATIONS MADE IN OR IN CONNECTION WITH THE EXISTING CREDIT AGREEMENT OR
WITH RESPECT TO THE EXECUTION, LEGALITY, VALIDITY, ENFORCEABILITY, GENUINENESS,
SUFFICIENCY OR VALUE OF THE EXISTING CREDIT AGREEMENT, ANY OTHER EXISTING LOAN
DOCUMENT OR ANY OTHER INSTRUMENT OR DOCUMENT FURNISHED PURSUANT THERETO;
(III) MAKES NO REPRESENTATION OR WARRANTY AND ASSUMES NO RESPONSIBILITY WITH
RESPECT TO THE FINANCIAL CONDITION OF THE COMPANY, ANY OF ITS SUBSIDIARIES OR
ANY OTHER OBLIGOR OR THE PERFORMANCE OR OBSERVANCE BY THE COMPANY, ANY OF ITS
SUBSIDIARIES OR ANY OTHER OBLIGOR