of the
Administrative Agent's or other Secured Parties' rights under any Security
Instrument, including the waiver of any Default or Event of Default, if any,
however denominated.
Section 9.15 Subordination and Intercreditor Agreement. The Administrative
Agent is hereby authorized on behalf of the Lenders for the Lenders to enter
into the Subordination and Intercreditor Agreement. A copy of such Subordination
and Intercreditor Agreement will be made available to each Lender on the
Effective Date and thereafter upon request. Each Lender acknowledges and agrees
to the terms of such Subordination and Intercreditor Agreement and agrees that
the terms thereof shall be binding on such Lender and its successors and
assigns, as if it were a party thereto.
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Section 9.16 WAIVER OF JURY TRIAL. THE BORROWER, THE LENDERS, AND THE
ADMINISTRATIVE AGENT HEREBY ACKNOWLEDGE THAT THEY HAVE BEEN REPRESENTED BY AND
HAVE CONSULTED WITH COUNSEL OF THEIR CHOICE, AND HEREBY KNOWINGLY, VOLUNTARILY,
INTENTIONALLY, AND IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN
RESPECT OF ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT,
ANY OTHER LOAN DOCUMENT, OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY.
Section 9.17 ORAL AGREEMENTS. THIS WRITTEN AGREEMENT AND THE LOAN
DOCUMENTS, AS DEFINED IN THIS AGREEMENT, REPRESENT THE FINAL AGREEMENT AMONG THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
[Remainder of this page intentionally left blank. Signature page follows.]
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EXECUTED as of the date first above written.
BORROWER:
CRUSADER ENERGY GROUP INC.
By:
Name:
/s/ DAVID D. LE NORMAN
David D. Le Norman
Title:
President
[SIGNATURE PAGE TO AMENDED AND RESTATED SUBORDINATED CREDIT AGREEMENT]
ADMINISTRATIVE AGENT
UNIONBANCAL EQUITIES, INC.
as Administrative Agent
By:
Name:
/s/ TED MCNULTY
Ted McNulty
Title:
Senior Vice President
By:
Name:
/s/ HENRY PARK
Henry Park
Title:
President
LENDERS
UNIONBANCAL EQUITIES, INC.
as Lender
By:
Name:
/s/ TED MCNULTY
Ted McNulty
Title:
Senior Vice President
By:
Name:
/s/ HENRY PARK
Henry Park
Title:
President
[SIGNATURE PAGE TO AMENDED AND RESTATED SUBORDINATED CREDIT AGREEMENT]
BANK OF SCOTLAND plc
as Lender
By:
Name:
/s/ JULIA R. FRANKLIN
Julia R. Franklin
Title:
Assistant Vice President
[SIGNATURE PAGE TO AMENDED AND RESTATED SUBORDINATED CREDIT AGREEMENT]
EXHIBIT A
FORM OF ASSIGNMENT AND ACCEPTANCE
This Assignment and Acceptance (the "Assignment and Acceptance") is dated as of
the Effective Date set forth below and is entered into by and between
[the][each]1 Assignor identified in item 1 below ([the][each, an] "Assignor")
and [the][each]2 Assignee identified in item 2 below ([the][each, an]
"Assignee"). [It is understood and agreed that the rights and obligations of
[the Assignors][the Assignees]3 hereunder are several and not joint.]4
Capitalized terms used but not defined herein shall have the meanings given to
them in the Credit Agreement identified below (as amended, the "Credit
Agreement"), receipt of a copy of which is hereby acknowledged by [the][each]
Assignee. The Standard Terms and Conditions set forth in Annex