OF TWIN BROOK)
WILL BE DISTRIBUTED TO THE LEAD BORROWER, ALL OF THE NON-INSURANCE LIABILITIES
AND OBLIGATIONS OF TWIN BROOK WILL BE ASSUMED BY THE LEAD BORROWER, AND TWIN
BROOK WILL BE MAINTAINED AS A "SHELL ENTITY" WHICH WILL NOT BE PERMITTED TO HAVE
ASSETS OR LIABILITIES OR TRANSACT BUSINESS;
(II)
THE LEAD BORROWER SHALL PROVIDE PROMPT WRITTEN NOTICE TO THE
COLLATERAL AGENT ON THE DATE THAT THE FOREGOING ACTIONS OCCUR (THE "EFFECTIVE
DATE");
(III)
THE LEAD BORROWER WARRANTS AND REPRESENTS THAT THE LIABILITIES AND
OBLIGATIONS TO BE ASSUMED FROM TWIN BROOK SHALL NOT EXCEED $750,000 EACH YEAR;
(IV)
UPON THE EFFECTIVE DATE:
(1)
All of the former assets of Twin Brook transferred to the Lead
Borrower, including, without limitation, the equity interests in Services
Company, are and shall be subject to the first, perfected lien and security
interest granted to the Collateral Agent for the benefit of the Credit Parties
pursuant to the Security Agreement; and
2
(2)
The Lead Borrower shall execute and deliver to the Collateral
Agent all documents, instruments, and agreements that the Collateral Agent may
reasonably require in order to ensure that such lien and security interest
granted to the Collateral Agent attaches and is perfected, including without
limitation, a pledge agreement covering the equity interests in Services Company
substantially in the form annexed hereto marked Exhibit "A", subject to such
changes as are mutually agreed to by the Lead Borrower and the Collateral Agent,
along with any documentation evidencing the same.
(B)
THE AGENTS AND THE LENDERS HEREBY CONFIRM THAT UPON THE EFFECTIVE
DATE AND SATISFACTORY COMPLETION OF THE REQUIREMENTS SET FORTH IN SUBPARAGRAPH
A(IV)(2) ABOVE, TWIN BROOK WILL AUTOMATICALLY CEASE TO BE A GUARANTOR UNDER THE
CREDIT AGREEMENT.
5.
RATIFICATION OF LOAN DOCUMENTS; WAIVER OF CLAIMS.
(A)
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, ALL TERMS AND
CONDITIONS OF THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS REMAIN IN FULL
FORCE AND EFFECT.
THE LOAN PARTIES HEREBY RATIFY, CONFIRM, AND REAFFIRM THAT
ALL REPRESENTATIONS AND WARRANTIES OF THE LOAN PARTIES CONTAINED IN THE CREDIT
AGREEMENT OR ANY OTHER LOAN DOCUMENT ARE TRUE AND CORRECT IN ALL MATERIAL
RESPECTS ON AND AS OF THE DATE HEREOF, EXCEPT TO THE EXTENT THAT SUCH
REPRESENTATIONS AND WARRANTIES SPECIFICALLY REFER TO AN EARLIER DATE, IN WHICH
CASE THEY ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF SUCH EARLIER DATE.
(B)
EACH OF THE LOAN PARTIES HEREBY ACKNOWLEDGES AND AGREES THAT THERE
IS NO BASIS OR SET OF FACTS ON THE BASIS OF WHICH ANY AMOUNT (OR ANY PORTION
THEREOF) OWED BY THE LOAN PARTIES UNDER THE LOAN DOCUMENTS COULD BE REDUCED,
OFFSET, WAIVED, OR FORGIVEN, BY RESCISSION OR OTHERWISE; NOR IS THERE ANY CLAIM,
COUNTERCLAIM, OFFSET, OR DEFENSE (OR OTHER RIGHT, REMEDY, OR BASIS HAVING A
SIMILAR EFFECT) AVAILABLE TO THE LOAN PARTIES WITH REGARD THERETO; NOR IS THERE
ANY BASIS ON WHICH THE TERMS AND CONDITIONS OF ANY OF THE OBLIGATIONS COULD BE
CLAIMED TO BE OTHER THAN AS STATED ON THE WRITTEN INSTRUMENTS