THERETO, INCLUDING THE FINANCIAL CONDITION
OF BORROWER OR ANY OF BORROWER'S SUBSIDIARIES OR THE PERFORMANCE OR OBSERVANCE
BY ANY CREDIT PARTY OR ANY LENDER OF ANY OF ITS OBLIGATIONS UNDER THE EXISTING
CREDIT AGREEMENT, ANY OTHER LOAN DOCUMENT (AS DEFINED IN THE EXISTING CREDIT
AGREEMENT) OR ANY OTHER INSTRUMENT OR DOCUMENT FURNISHED PURSUANT HERETO OR
THERETO.
EACH CONTINUING LENDER AND EACH ADDITIONAL LENDER CONFIRMS AND AGREES
THAT IN BECOMING A LENDER AND IN MAKING ITS COMMITMENTS AND LOANS UNDER THIS
AGREEMENT, SUCH ACTIONS HAVE AND WILL BE MADE WITHOUT RECOURSE TO, OR
REPRESENTATION OR WARRANTY BY, AGENT.
(F)
AGENT HEREBY AGREES TO WAIVE RECEIPT OF THE PAYMENT OF PROCESSING
FEES THAT WOULD OTHERWISE BE PAYABLE PURSUANT TO SECTION 8.1 OF THE EXISTING
CREDIT AGREEMENT IN RESPECT OF THE ASSIGNMENTS EFFECTED UNDER THIS SECTION 1.10.
(G)
NOTWITHSTANDING THE PROVISIONS OF SECTIONS 1.2 AND 1.3 OF THE
EXISTING CREDIT AGREEMENT, ALL ACCRUED AND UNPAID INTEREST AND UNUSED LINE FEES
(AS DEFINED IN THE EXISTING CREDIT AGREEMENT) SHALL BE DUE AND PAYABLE ON THE
CLOSING DATE.
SECTION 2.
AFFIRMATIVE COVENANTS
Each of Borrower and Holdings jointly and severally agrees that from and after
the date hereof and until the Termination Date:
2.1
COMPLIANCE WITH LAWS AND CONTRACTUAL OBLIGATIONS.
HOLDINGS AND
BORROWER WILL, AND WILL CAUSE EACH OF ITS BORROWER'S SUBSIDIARIES TO, (A) COMPLY
WITH (I) THE REQUIREMENTS OF ALL APPLICABLE LAWS, RULES, REGULATIONS AND ORDERS
OF ANY GOVERNMENTAL AUTHORITY (INCLUDING, WITHOUT LIMITATION, LAWS, RULES,
REGULATIONS AND ORDERS RELATING TO TAXES, EMPLOYER AND EMPLOYEE CONTRIBUTIONS,
SECURITIES, EMPLOYEE RETIREMENT AND WELFARE BENEFITS, ENVIRONMENTAL PROTECTION
MATTERS AND EMPLOYEE HEALTH AND SAFETY) AS NOW IN EFFECT AND WHICH MAY BE
IMPOSED IN THE FUTURE IN ALL JURISDICTIONS IN WHICH HOLDINGS OR ANY OF ITS
SUBSIDIARIES IS NOW DOING BUSINESS OR MAY HEREAFTER BE DOING BUSINESS AND
(II) THE OBLIGATIONS, COVENANTS AND CONDITIONS CONTAINED IN ALL CONTRACTUAL
OBLIGATIONS OF HOLDINGS OR ANY OF ITS SUBSIDIARIES OTHER THAN IN THE CASE OF (I)
OR (II) WHERE SUCH NONCOMPLIANCE COULD NOT BE REASONABLY EXPECTED TO HAVE,
EITHER INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT, AND
(B) MAINTAIN OR OBTAIN ALL LICENSES, QUALIFICATIONS AND PERMITS NOW HELD OR
HEREAFTER REQUIRED TO BE HELD BY HOLDINGS OR ANY OF ITS SUBSIDIARIES, FOR
21
WHICH THE LOSS, SUSPENSION, REVOCATION OR FAILURE TO OBTAIN OR RENEW, COULD
REASONABLY BE EXPECTED TO HAVE, EITHER INDIVIDUALLY OR IN THE AGGREGATE, A
MATERIAL ADVERSE EFFECT.
THIS SECTION 2.1 SHALL NOT PRECLUDE HOLDINGS OR ITS
SUBSIDIARIES FROM CONTESTING ANY TAXES OR OTHER PAYMENTS, IF THEY ARE BEING
DILIGENTLY CONTESTED IN GOOD FAITH IN A MANNER WHICH STAYS ENFORCEMENT THEREOF
AND IF APPROPRIATE EXPENSE PROVISIONS HAVE BEEN RECORDED IN CONFORMITY WITH
GAAP, SUBJECT TO SECTION 3.2 AND NO LIEN (OTHER THAN A PERMITTED ENCUMBRANCE) IN
RESPECT THEREOF HAS BEEN CREATED.
2.2
INSURANCE.
HOLDINGS AND BORROWER WILL, AND WILL CAUSE EACH OF
BORROWER'S SUBSIDIARIES TO, MAINTAIN OR CAUSE TO BE MAINTAINED, WITH FINANCIALLY
SOUND AND REPUTABLE INSURERS, PUBLIC LIABILITY AND PROPERTY DAMAGE INSURANCE
WITH RESPECT TO ITS