ADMINISTRATIVE AGENT SHALL HAVE RECEIVED AN APPRAISAL OF THE
POOL ASSETS DATED NO EARLIER THAN 90 DAYS PRIOR TO THE EXIT FACILITIES
CONVERSION DATE AND A COMPLIANCE CERTIFICATE OF THE BORROWER CERTIFYING THAT, AS
OF THE EXIT FACILITIES CONVERSION DATE, AFTER GIVING EFFECT TO THE TRANSACTIONS
TO BE CONSUMMATED ON THE EXIT FACILITIES CONVERSION DATE AND BASED ON SUCH
UPDATED APPRAISAL, THE TOTAL APPRAISED VALUE RATIO IS NOT LESS THAN 1.50 TO
1.00.
(L)
EACH OF THE REPRESENTATIONS AND WARRANTIES MADE BY ANY LOAN PARTY
IN OR PURSUANT TO THE LOAN DOCUMENTS SHALL BE TRUE AND CORRECT IN ALL MATERIAL
RESPECTS ON AND AS OF THE EXIT FACILITIES CONVERSION DATE AS IF MADE ON AND AS
OF SUCH DATE, EXCEPT TO THE EXTENT THAT SUCH REPRESENTATIONS AND WARRANTIES
REFER TO AN EARLIER DATE, IN WHICH CASE THEY SHALL BE TRUE AND CORRECT IN ALL
MATERIAL RESPECTS AS OF SUCH EARLIER DATE.
44
5.5
CONVERSION TO EXIT FACILITIES.
(A)
PURSUANT TO THE PLAN OF REORGANIZATION AND UPON THE EFFECTIVE DATE
THEREOF, ALL OF THE ASSETS OF THE LOAN PARTIES (THE "EXISTING LOAN PARTIES")
SHALL HAVE VESTED IN THE REORGANIZED LOAN PARTIES (THE "REORGANIZED LOAN
PARTIES") IN A MANNER REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT.
IN THE
EVENT THAT THE BORROWER EXERCISES THE EXIT FACILITIES OPTION AND UPON (X) THE
EXECUTION AND DELIVERY TO THE ADMINISTRATIVE AGENT BY THE REORGANIZED LOAN
PARTIES, THE EXISTING LOAN PARTIES, THE ADMINISTRATIVE AGENT AND THE COLLATERAL
AGENT OF AN ACCESSION, ASSUMPTION AND NOVATION AGREEMENT SUBSTANTIALLY IN THE
FORM OF EXHIBIT G (THE "ACCESSION AND NOVATION AGREEMENT") AND (Y) THE
SATISFACTION (OR WAIVER IN ACCORDANCE WITH SECTION 11.1) OF THE OTHER CONDITIONS
PRECEDENT SET FORTH IN SECTION 5.4:
(i)
each of (x) the Existing Loan Parties and (y) the Administrative
Agent, the Collateral Agent, the Lenders and the Issuing Lender shall be
released from further obligations towards one another under this Agreement and
the other Loan Documents and their respective rights against one another shall
be cancelled (being the "Discharged Rights and Obligations");
(ii)
(A) each of (x) the Reorganized Loan Parties and (y) the
Administrative Agent, the Collateral Agent, the Lenders and the Issuing Lender
shall, by novation, assume obligations towards one another and/or acquire rights
against one another which differ from the Discharged Rights and Obligations only
insofar as each Reorganized Loan Party, the Administrative Agent, the Collateral
Agent, the Lenders and the Issuing Lender shall have assumed and/or acquired the
same respective obligations and rights in place of each Existing Loan Party (in
each case as either Borrower or Guarantor, as specified in the Accession and
Novation Agreement), the Administrative Agent, the Collateral Agent, the Lenders
and Issuing Lender and (B) each Reorganized Loan Party shall become a party
hereto as the "Borrower" or as a "Guarantor", as applicable;
(iii)
The Administrative Agent, the Collateral Agent, the Lenders and
the Issuing Lender shall retain the same rights and obligations among themselves
as they would have had the Reorganized Loan Parties at all times