IN WRITING TO THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT AND
THE LENDERS IN CONNECTION HEREWITH SHALL BE TRUE AND CORRECT ON AND AS OF THE
DATE HEREOF.
3.02
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED COUNTERPARTS OF THIS
AGREEMENT DULY EXECUTED BY EACH OF THE CREDIT PARTIES, THE ADMINISTRATIVE AGENT,
THE COLLATERAL AGENT AND THE LENDERS CONSTITUTING THE REQUIRED LENDERS UNDER THE
CREDIT AGREEMENT.
3.03
NO EVENT SHALL HAVE OCCURRED WHICH CONSTITUTES A DEFAULT OR AN
EVENT OF DEFAULT UNDER THE CREDIT AGREEMENT (OTHER THAN THE DESIGNATED EVENTS OF
DEFAULT).
3.04
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED REASONABLY
SATISFACTORY EVIDENCE THAT ALL ACTION NECESSARY FOR THE VALID EXECUTION AND
DELIVERY BY THE BORROWER AND EACH OF THE OTHER CREDIT PARTIES OF THIS AGREEMENT
AND ANY AND ALL OTHER AGREEMENTS AND DOCUMENTS CONTEMPLATED BY THIS AGREEMENT
SHALL HAVE BEEN TAKEN.
3.05
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A FULLY-EXECUTED AND
ENFORCEABLE AGREEMENT FROM WACHOVIA BANK, NATIONAL ASSOCIATION ("WACHOVIA"), IN
FORM AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT AND THE REQUIRED
LENDERS, PURSUANT TO WHICH WACHOVIA WILL AGREE THAT, UNTIL A DATE NOT EARLIER
THAN THE FORBEARANCE TERMINATION DATE, IT WILL FORBEAR FROM EXERCISING ANY OF
ITS RIGHTS AND REMEDIES UNDER ITS SECURED INTEREST RATE AGREEMENT WITH THE
BORROWER IN RESPECT OF THE SWAP PAYMENT DEFAULT UNDER SUCH SECURED INTEREST RATE
AGREEMENT.
SECTION IV.
COVENANTS OF THE CREDIT PARTIES
The Credit Parties covenant and agree with the Administrative Agent, the
Collateral Agent and each of the Lenders as follows:
4.01
COMPLIANCE WITH CREDIT DOCUMENTS.
OTHER THAN THE DESIGNATED EVENTS
OF DEFAULT, THE CREDIT PARTIES AGREE TO COMPLY AND CONTINUE TO COMPLY WITH ALL
OF THE TERMS, COVENANTS AND PROVISIONS CONTAINED IN THE CREDIT DOCUMENTS,
SUBJECT TO APPLICABLE NOTICE, GRACE AND CURE PERIODS.
4.02
FINANCIAL ADVISOR.
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN THE LETTER AGREEMENT, DATED SEPTEMBER 1, 2009, AS AMENDED SEPTEMBER
10, 2009 (THE "FTI ACKNOWLEDGEMENT LETTER"), BETWEEN THE BORROWER AND FTI
CONSULTING, INC. ("FTI") OR OTHERWISE, THE CREDIT PARTIES HEREBY (A) EXPRESSLY
CONFIRM AND REAFFIRM (I) THE RIGHT OF KAYE SCHOLER LLP TO RETAIN AND UTILIZE THE
SERVICES OF FTI IN CONNECTION WITH ITS REPRESENTATION OF THE ADMINISTRATIVE
AGENT AND COLLATERAL AGENT UNDER THE CREDIT AGREEMENT AND THE OTHER CREDIT
DOCUMENTS, INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH THE ADMINISTRATIVE
AGENT'S AND/OR COLLATERAL AGENT'S ADMINISTRATION AND ENFORCEMENT OF THE CREDIT
AGREEMENT AND OTHER CREDIT DOCUMENTS AND (II) THE OBLIGATION OF THE BORROWER
PURSUANT TO SECTION 11.01(A) OF THE CREDIT AGREEMENT TO PAY FOR ALL REASONABLE
FEES AND EXPENSES OF FTI (IT BEING UNDERSTOOD AND AGREED THAT, NOTWITHSTANDING
THE PROVISIONS OF THIS CLAUSE (II), THE FEES AND EXPENSES OF FTI SHALL BE
PAYABLE BY THE BORROWER IN SUCH AMOUNTS AND IN SUCH MANNER AS SET FORTH IN THE
FTI ACKNOWLEDGEMENT LETTER) AND (B) ACKNOWLEDGE AND AGREE THAT THE BORROWER WILL
NOT, AND SHALL HAVE NO RIGHT TO, TERMINATE THE FTI ACKNOWLEDGEMENT LETTER OR ANY
OF ITS OBLIGATIONS THEREUNDER.
IN ADDITION, THE CREDIT PARTIES AGREE TO
COOPERATE REASONABLY WITH FTI, INCLUDING, WITHOUT LIMITATION,