DATE
OF SALE, SUCH PURCHASE AND SALE TO BE CONSUMMATED PURSUANT TO AN EXECUTED
ASSIGNMENT AGREEMENT.
(C)
IF, IN CONNECTION WITH ANY PROPOSED
AMENDMENT, MODIFICATION, WAIVER OR TERMINATION PURSUANT TO SECTION 9.2 (A
"PROPOSED CHANGE") REQUIRING THE CONSENT OF ALL AFFECTED LENDERS, THE CONSENT OF
REQUISITE LENDERS IS OBTAINED, BUT THE CONSENT OF OTHER LENDERS WHOSE CONSENT IS
REQUIRED IS NOT OBTAINED (ANY SUCH LENDER WHOSE CONSENT IS NOT OBTAINED AS
DESCRIBED HEREIN THIS BEING REFERRED TO AS A "NON-CONSENTING LENDER"), THEN, SO
LONG AS AGENT IS NOT A NON-CONSENTING LENDER, AT BORROWER'S REQUEST AGENT, OR A
PERSON REASONABLY ACCEPTABLE TO AGENT, SHALL HAVE THE RIGHT WITH AGENT'S CONSENT
AND IN AGENT'S SOLE DISCRETION (BUT SHALL HAVE NO OBLIGATION) TO PURCHASE FROM
SUCH NON-CONSENTING LENDERS, AND SUCH NON-CONSENTING LENDERS HEREBY IRREVOCABLY
AGREE THAT THEY SHALL, UPON AGENT'S REQUEST, SELL AND ASSIGN TO AGENT OR SUCH
PERSON, ALL OF THE LOANS AND REVOLVING LOAN COMMITMENTS OF SUCH NON-CONSENTING
LENDERS FOR AN AMOUNT EQUAL TO THE PRINCIPAL BALANCE OF ALL LOANS HELD BY THE
NON-CONSENTING LENDERS AND ALL ACCRUED INTEREST AND FEES WITH RESPECT THERETO
THROUGH THE DATE OF SALE, SUCH PURCHASE AND SALE TO BE CONSUMMATED PURSUANT TO
AN EXECUTED ASSIGNMENT AGREEMENT.
9.20
DELIVERY OF TERMINATION STATEMENTS AND MORTGAGE
RELEASES.
UPON PAYMENT IN FULL IN CASH AND PERFORMANCE OF ALL OF THE
OBLIGATIONS (OTHER THAN INDEMNIFICATION OBLIGATIONS), TERMINATION OF THE
REVOLVING LOAN COMMITMENTS, AND SO LONG AS NO SUITS, ACTIONS PROCEEDINGS, OR
CLAIMS ARE PENDING OR THREATENED AGAINST ANY INDEMNITEE ASSERTING ANY DAMAGES,
LOSSES OR LIABILITIES THAT ARE INDEMNIFIED LIABILITIES HEREUNDER, AGENT SHALL
DELIVER TO BORROWER TERMINATION STATEMENTS, MORTGAGE RELEASES AND OTHER
DOCUMENTS NECESSARY OR APPROPRIATE TO EVIDENCE THE TERMINATION OF THE LIENS
SECURING PAYMENT OF THE OBLIGATIONS.
9.21
NO NOVATION.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED HEREIN, THIS AGREEMENT IS NOT INTENDED TO AND DOES NOT SERVE
TO EFFECT A NOVATION OF THE OBLIGATIONS UNDER THE EXISTING CREDIT AGREEMENT.
INSTEAD, IT IS THE EXPRESS INTENTION OF THE PARTIES HERETO TO REAFFIRM THE
INDEBTEDNESS CREATED UNDER THE EXISTING CREDIT AGREEMENT WHICH IS EVIDENCED BY
THE NOTES PROVIDED FOR THEREIN AND SECURED BY THE COLLATERAL.
BORROWER
ACKNOWLEDGES AND CONFIRMS THAT THE LIENS AND SECURITY INTERESTS GRANTED PURSUANT
TO THE LOAN DOCUMENTS SECURE THE INDEBTEDNESS, LIABILITIES AND OBLIGATIONS OF
BORROWER TO AGENT AND LENDERS UNDER THE EXISTING CREDIT AGREEMENT, AS AMENDED
AND RESTATED HEREBY, AND THAT THE TERM "OBLIGATIONS" AS USED IN THE LOAN
DOCUMENTS (OR ANY OTHER TERM USED THEREIN TO DESCRIBE OR REFER TO THE
INDEBTEDNESS, LIABILITIES AND OBLIGATIONS OF BORROWER TO AGENT AND LENDERS)
INCLUDES, WITHOUT LIMITATION, THE INDEBTEDNESS, LIABILITIES AND OBLIGATIONS OF
BORROWER UNDER THE NOTES TO BE DELIVERED HEREUNDER, AND UNDER THE CREDIT
AGREEMENT, AS AMENDED AND RESTATED HEREBY, AS THE SAME MAY BE FURTHER AMENDED,
MODIFIED, SUPPLEMENTED OR RESTATED FROM TIME TO TIME.
THE LOAN DOCUMENTS AND
ALL AGREEMENTS, INSTRUMENTS AND DOCUMENTS EXECUTED OR DELIVERED IN CONNECTION
WITH ANY OF THE FOREGOING SHALL EACH BE DEEMED TO BE AMENDED TO THE EXTENT
NECESSARY TO GIVE EFFECT TO