AGREEMENT WILL RESULT IN VALID
AND LEGALLY BINDING OBLIGATIONS OF SUCH PERSON ENFORCEABLE AGAINST IT IN
ACCORDANCE WITH THE RESPECTIVE TERMS AND PROVISIONS HEREOF AND THEREOF, EXCEPT
AS ENFORCEABILITY IS LIMITED BY BANKRUPTCY, INSOLVENCY, REORGANIZATION,
MORATORIUM OR OTHER LAWS RELATING TO OR AFFECTING GENERALLY THE ENFORCEMENT OF
CREDITORS' RIGHTS AND EXCEPT TO THE EXTENT THAT AVAILABILITY OF THE REMEDY OF
SPECIFIC PERFORMANCE OR INJUNCTIVE RELIEF IS SUBJECT TO THE DISCRETION OF THE
COURT BEFORE WHICH ANY PROCEEDING THEREFOR MAY BE BROUGHT.
(C)
EXCEPT AS SET FORTH ON SCHEDULE 8.2 OF THE CREDIT AGREEMENT AND
WHERE A FAILURE THEREOF WOULD NOT HAVE A MATERIALLY ADVERSE EFFECT, THE
EXECUTION, DELIVERY AND
4
PERFORMANCE BY EACH OF THE BORROWERS AND THEIR SUBSIDIARIES OF THIS AGREEMENT,
DOES NOT REQUIRE THE APPROVAL OR CONSENT OF, OR FILING WITH, ANY GOVERNMENTAL
AGENCY OR AUTHORITY OTHER THAN THOSE ALREADY OBTAINED.
(D)
EACH OF THE REPRESENTATIONS AND WARRANTIES OF ANY OF THE BORROWERS
AND THEIR SUBSIDIARIES CONTAINED IN THE CREDIT AGREEMENT, THE OTHER LOAN
DOCUMENTS OR IN ANY DOCUMENT OR INSTRUMENT DELIVERED PURSUANT TO OR IN
CONNECTION WITH THE CREDIT AGREEMENT SHALL BE TRUE AS OF THE DATE AS OF WHICH
THEY WERE MADE AND SHALL ALSO BE TRUE AT AND AS OF THE TIME AND AFTER GIVING
EFFECT TO THIS AGREEMENT, WITH THE SAME EFFECT AS IF MADE AT AND AS OF THAT TIME
(EXCEPT TO THE EXTENT OF CHANGES RESULTING FROM TRANSACTIONS CONTEMPLATED OR
PERMITTED BY THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS AND CHANGES
OCCURRING IN THE ORDINARY COURSE OF BUSINESS THAT SINGLY OR IN THE AGGREGATE ARE
NOT MATERIALLY ADVERSE, AND TO THE EXTENT THAT SUCH REPRESENTATIONS AND
WARRANTIES RELATE EXPRESSLY TO AN EARLIER DATE) AND EXCEPT FOR THE SPECIFIED
DEFAULT NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING.
5.
EXECUTION IN COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY
NUMBER OF COUNTERPARTS AND BY DIFFERENT PARTIES HERETO IN SEPARATE COUNTERPARTS,
EACH OF WHICH WHEN SO EXECUTED AND DELIVERED SHALL BE DEEMED TO BE AN ORIGINAL
AND ALL OF WHICH WHEN TAKEN TOGETHER SHALL CONSTITUTE BUT ONE AND THE SAME
INSTRUMENT.
6.
CONTINUING EFFECT OF THE CREDIT AGREEMENT.
EXCEPT AS EXPRESSLY
SET FORTH HEREIN, THIS AGREEMENT SHALL NOT BY IMPLICATION OR OTHERWISE LIMIT,
IMPAIR, CONSTITUTE A WAIVER OF, OR OTHERWISE AFFECT THE RIGHTS AND REMEDIES OF
THE LENDERS, THE AGENTS OR THE BORROWERS UNDER THE CREDIT AGREEMENT AND SHALL
NOT ALTER, MODIFY, AMEND OR IN ANY WAY AFFECT ANY OF THE TERMS, CONDITIONS,
OBLIGATIONS, COVENANTS OR AGREEMENTS CONTAINED IN THE CREDIT AGREEMENT, ALL OF
WHICH ARE RATIFIED AND AFFIRMED IN ALL RESPECTS AND SHALL CONTINUE IN FULL FORCE
AND EFFECT.
NOTHING HEREIN SHALL BE DEEMED TO ENTITLE THE BORROWERS TO A
CONSENT TO, OR A WAIVER, AMENDMENT, MODIFICATION OR OTHER CHANGE OF, ANY OF THE
TERMS, CONDITIONS, OBLIGATIONS, COVENANTS OR AGREEMENTS CONTAINED IN THE CREDIT
AGREEMENT IN SIMILAR OR DIFFERENT CIRCUMSTANCES.
THIS AGREEMENT SHALL APPLY AND
BE EFFECTIVE ONLY WITH RESPECT TO THE PROVISIONS OF THE CREDIT AGREEMENT