AGREEMENT SHALL
BE DEEMED TO REFER TO THIS AGREEMENT.
NOTWITHSTANDING THE AMENDMENT AND
RESTATEMENT OF THE EXISTING CREDIT AGREEMENT BY THIS AGREEMENT, THE OBLIGATIONS
OUTSTANDING UNDER THE EXISTING CREDIT AGREEMENT AS OF THE CLOSING DATE SHALL
REMAIN OUTSTANDING AND CONSTITUTE CONTINUING OBLIGATIONS HEREUNDER AND SHALL
CONTINUE TO BE SECURED BY THE COLLATERAL SECURING SUCH OBLIGATIONS UNDER THE
EXISTING CREDIT AGREEMENT.
SUCH OUTSTANDING OBLIGATIONS AND THE LIENS SECURING
PAYMENT THEREOF SHALL IN ALL RESPECTS BE CONTINUING, AND THIS AGREEMENT SHALL
NOT BE DEEMED TO EVIDENCE OR RESULT IN A NOVATION OR REPAYMENT AND RE-BORROWING
OF SUCH OBLIGATIONS.
IN FURTHERANCE OF AND WITHOUT LIMITING THE FOREGOING, FROM
AND AFTER THE DATE HEREOF AND EXCEPT AS EXPRESSLY SPECIFIED HEREIN, THE TERMS,
CONDITIONS, AND COVENANTS GOVERNING THE OBLIGATIONS OUTSTANDING UNDER THE
EXISTING CREDIT AGREEMENT SHALL BE SOLELY AS SET FORTH IN THIS AGREEMENT, WHICH
SHALL SUPERSEDE THE EXISTING CREDIT AGREEMENT IN ITS ENTIRETY.
(B)
ON AND AS OF THE CLOSING DATE, EACH OF THE DEPARTING LENDERS,
CONTINUING LENDERS AND ADDITIONAL LENDERS SHALL SELL, ASSIGN AND TRANSFER, OR
PURCHASE AND ASSUME, AS THE CASE MAY BE, SUCH INTERESTS IN (I) THE COMMITMENTS
(AS DEFINED IN THE EXISTING CREDIT AGREEMENT, THE "EXISTING COMMITMENTS"), (II)
THE LOANS (AS DEFINED IN THE EXISTING CREDIT AGREEMENT, THE "EXISTING LOANS")
AND (III) THE PARTICIPATIONS IN THE LETTERS OF CREDIT (AS DEFINED IN THE
EXISTING CREDIT AGREEMENT, THE "EXISTING LETTERS OF CREDIT"), IN EACH CASE,
OUTSTANDING IMMEDIATELY PRIOR
19
TO THE CLOSING DATE, AS SHALL BE NECESSARY IN ORDER THAT, AFTER GIVING EFFECT TO
ALL SUCH ASSIGNMENTS AND PURCHASES, THE EXISTING COMMITMENTS, THE EXISTING LOANS
AND THE PARTICIPATIONS IN THE EXISTING LETTERS OF CREDIT WILL BE HELD BY THE
CONTINUING LENDERS AND ADDITIONAL LENDERS AS SET FORTH ON ANNEX B HERETO (OR, IN
THE CASE OF THE EXISTING LETTERS OF CREDIT, RATABLY IN ACCORDANCE WITH THE
REVOLVING LOAN COMMITMENTS SET FORTH IN SUCH SCHEDULE). EACH ADDITIONAL LENDER
AND CONTINUING LENDER PURCHASING INTERESTS OF ANY TYPE UNDER THIS SECTION
1.10(B) SHALL BE DEEMED TO HAVE PURCHASED SUCH INTERESTS FROM EACH DEPARTING
LENDER AND CONTINUING LENDER SELLING INTERESTS OF SUCH TYPE RATABLY IN
ACCORDANCE WITH THE AMOUNTS OF SUCH INTERESTS SOLD BY SUCH DEPARTING LENDERS AND
CONTINUING LENDERS.
THE PURCHASE PRICE FOR EACH SUCH ASSIGNMENT AND PURCHASE
SHALL EQUAL THE PRINCIPAL AMOUNT OF THE LOANS PURCHASED. CONCURRENTLY WITH THE
EFFECTIVENESS OF THE ASSIGNMENTS AND PURCHASES PROVIDED FOR ABOVE, THE DEPARTING
LENDERS SHALL CEASE TO BE PARTIES TO THE EXISTING CREDIT AGREEMENT AND SHALL BE
RELEASED FROM ALL FURTHER OBLIGATIONS THEREUNDER AND SHALL HAVE NO FURTHER
RIGHTS TO OR INTEREST IN ANY OF THE COLLATERAL (AS DEFINED IN THE EXISTING
CREDIT AGREEMENT); PROVIDED, HOWEVER, THAT THE DEPARTING LENDERS SHALL CONTINUE
TO BE ENTITLED TO THE BENEFITS OF SECTIONS 1.8, 1.9 AND 9.1 OF THE EXISTING
CREDIT AGREEMENT AS IN EFFECT IMMEDIATELY PRIOR TO THE CLOSING DATE.
ANY
DEPARTING LENDER THAT SHALL NOT HAVE EXECUTED A CONSENT TO THIS AGREEMENT AS OF
THE DATE HEREOF SHALL, IN ACCORDANCE WITH THE PROVISIONS OF SECTION 9.19