OBLIGATIONS HEREUNDER, UNTIL THE FOLLOWING CONDITIONS
HAVE BEEN SATISFIED:
3.1
EXECUTION OF CONDITIONAL WAIVER. LENDER SHALL HAVE RECEIVED THIS
CONDITIONAL WAIVER, DULY EXECUTED BY BORROWER AND LENDER.
3.2
NO DEFAULT OR EVENT OF DEFAULT. NO DEFAULT OR EVENT OF DEFAULT
SHALL HAVE OCCURRED AND BE CONTINUING, EXCEPT FOR THE APPLICABLE DEFAULT.
4.
REPRESENTATIONS AND WARRANTIES RE LOAN AGREEMENT. BORROWER HEREBY
REPRESENTS AND WARRANTS THAT THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THE
LOAN AGREEMENT WERE TRUE AND CORRECT IN ALL MATERIAL RESPECTS WHEN MADE AND,
EXCEPT TO THE EXTENT THAT (A) A PARTICULAR REPRESENTATION OR WARRANTY BY ITS
TERMS EXPRESSLY APPLIES ONLY TO AN EARLIER DATE, OR (B) BORROWER HAS PREVIOUSLY
ADVISED LENDER IN WRITING AS CONTEMPLATED UNDER THE LOAN AGREEMENT, ARE TRUE AND
CORRECT IN ALL MATERIAL RESPECTS AS OF THE DATE HEREOF. BORROWER HEREBY FURTHER
REPRESENTS AND WARRANTS THAT NO EVENT HAS OCCURRED AND IS CONTINUING, OR WOULD
RESULT FROM THE TRANSACTIONS CONTEMPLATED UNDER THIS CONDITIONAL WAIVER, THAT
CONSTITUTES OR WOULD CONSTITUTE A DEFAULT OR AN EVENT OF DEFAULT, EXCEPT FOR THE
APPLICABLE DEFAULT.
5.
MISCELLANEOUS.
5.1
HEADINGS. THE VARIOUS HEADINGS OF THIS CONDITIONAL WAIVER ARE
INSERTED FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT AFFECT THE MEANING OR
INTERPRETATION OF THIS CONDITIONAL WAIVER OR ANY PROVISIONS HEREOF.
5.2
COUNTERPARTS. THIS CONDITIONAL WAIVER MAY BE EXECUTED BY THE
PARTIES HERETO IN SEVERAL COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN
ORIGINAL AND ALL OF WHICH TOGETHER SHALL BE DEEMED TO BE ONE AND THE SAME
INSTRUMENT. DELIVERY OF AN EXECUTED COUNTERPART OF A SIGNATURE PAGE TO THIS
CONDITIONAL WAIVER BY FACSIMILE TRANSMISSION SHALL BE EFFECTIVE AS DELIVERY OF A
MANUALLY EXECUTED COUNTERPART THEREOF.
5.3
INTERPRETATION. NO PROVISION OF THIS CONDITIONAL WAIVER SHALL BE
CONSTRUED AGAINST OR INTERPRETED TO THE DISADVANTAGE OF ANY PARTY HERETO BY ANY
COURT OR OTHER GOVERNMENTAL OR JUDICIAL AUTHORITY BY REASON OF SUCH PARTY'S
HAVING OR BEING DEEMED TO HAVE STRUCTURED, DRAFTED OR DICTATED SUCH PROVISION.
5.4
COMPLETE AGREEMENT. THIS CONDITIONAL WAIVER CONSTITUTES THE
COMPLETE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER
HEREOF, AND SUPERSEDES ANY PRIOR WRITTEN OR ORAL AGREEMENTS, WRITINGS,
COMMUNICATIONS OR UNDERSTANDINGS OF THE PARTIES WITH RESPECT THERETO.
5.5
GOVERNING LAW. THIS CONDITIONAL WAIVER SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, WITHOUT REGARD TO THE
PRINCIPLES THEREOF REGARDING CONFLICT OF LAWS.
5.6
EFFECT. UPON THE EFFECTIVENESS OF THIS CONDITIONAL WAIVER, EACH
REFERENCE IN THE LOAN AGREEMENT TO "THIS AGREEMENT," "HEREUNDER," "HEREOF" OR
WORDS OF LIKE IMPORT SHALL MEAN AND BE A REFERENCE TO THE LOAN AGREEMENT AS
AMENDED HEREBY AND EACH
2
REFERENCE IN THE OTHER LOAN DOCUMENTS TO THE LOAN AGREEMENT, "THEREUNDER,"
"THEREOF," OR WORDS OF LIKE IMPORT SHALL MEAN AND BE A REFERENCE TO THE LOAN
AGREEMENT AS AFFECTED BY THE CONDITIONAL WAIVER CONTAINED HEREIN.
5.7
CONFLICT OF TERMS. IN THE EVENT OF ANY INCONSISTENCY BETWEEN THE
PROVISIONS OF THIS CONDITIONAL WAIVER AND