AMENDED HEREBY,
SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF THE DATE HEREOF AS IF
MADE ON THE DATE HEREOF, EXCEPT FOR SUCH REPRESENTATIONS AND WARRANTIES LIMITED
BY THEIR TERMS TO A SPECIFIC DATE.
SECTION 6.03.
LOAN DOCUMENTS UNMODIFIED. EXCEPT AS OTHERWISE
SPECIFICALLY MODIFIED BY THIS WAIVER AGREEMENT, ALL TERMS AND PROVISIONS OF THE
CREDIT AGREEMENT AND ALL OTHER LOAN DOCUMENTS, AS MODIFIED HEREBY, SHALL REMAIN
IN FULL FORCE AND EFFECT. NOTHING CONTAINED IN THIS WAIVER AGREEMENT SHALL IN
ANY WAY IMPAIR THE VALIDITY OR ENFORCEABILITY OF THE LOAN DOCUMENTS, AS MODIFIED
HEREBY OR ALTER, WAIVE, ANNUL, VARY, AFFECT, OR IMPAIR ANY PROVISIONS,
CONDITIONS, OR COVENANTS CONTAINED THEREIN OR ANY RIGHTS, POWERS, OR REMEDIES
GRANTED THEREIN. ANY LIEN AND/OR SECURITY INTEREST GRANTED TO THE LENDER IN THE
COLLATERAL SET FORTH IN THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT IS AND
SHALL REMAIN UNCHANGED AND IN FULL FORCE AND EFFECT AND THE CREDIT AGREEMENT AND
THE OTHER LOAN DOCUMENTS SHALL CONTINUE TO SECURE THE PAYMENT AND PERFORMANCE OF
ALL OF THE OBLIGATIONS THEREUNDER, AS MODIFIED HEREBY, AND THE BORROWERS'
OBLIGATIONS HEREUNDER.
SECTION 6.04.
PARTIES, SUCCESSORS AND ASSIGNS. THIS WAIVER AGREEMENT
SHALL BE BINDING UPON AND SHALL INURE TO THE BENEFIT OF EACH OF THE BORROWERS,
THE LENDER, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
SECTION 6.05.
COUNTERPARTS. THIS WAIVER AGREEMENT MAY BE EXECUTED IN
ONE OR MORE COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED SHALL BE DEEMED TO BE
AN ORIGINAL, BUT ALL OF WHICH, WHEN TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE
SAME INSTRUMENT. A FACSIMILE SIGNATURE SHALL BE DEEMED EFFECTIVE AS AN ORIGINAL.
SECTION 6.06.
HEADINGS. THE HEADINGS, CAPTIONS AND ARRANGEMENTS USED IN
THIS WAIVER AGREEMENT ARE FOR CONVENIENCE ONLY AND SHALL NOT AFFECT THE
INTERPRETATION OF THIS WAIVER AGREEMENT.
3
SECTION 6.07.
EXPENSES OF THE LENDER. THE BORROWERS AGREE TO PAY ON
DEMAND (A) ALL REASONABLE COSTS AND EXPENSES INCURRED BY THE LENDER IN
CONNECTION WITH THE PREPARATION, NEGOTIATION AND EXECUTION OF THIS WAIVER
AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED PURSUANT HERETO AND ANY AND ALL
SUBSEQUENT AMENDMENTS, MODIFICATIONS, AND SUPPLEMENTS HERETO OR THERETO,
INCLUDING, WITHOUT LIMITATION, THE COSTS AND FEES OF THE LENDER'S LEGAL COUNSEL
AND THE ALLOCATED COST OF STAFF COUNSEL, AND (B) ALL COSTS AND EXPENSES
REASONABLY INCURRED BY THE LENDER IN CONNECTION WITH THE ENFORCEMENT OR
PRESERVATION OF ANY RIGHTS UNDER THE CREDIT AGREEMENT, THIS WAIVER AGREEMENT
AND/OR OTHER LOAN DOCUMENTS, INCLUDING, WITHOUT LIMITATION, THE REASONABLE COSTS
AND FEES OF THE LENDER'S LEGAL COUNSEL, THE ALLOCATED COST OF STAFF COUNSEL, AND
THE COSTS AND FEES ASSOCIATED WITH ANY ENVIRONMENTAL DUE DILIGENCE CONDUCTED IN
RELATION HERETO.
SECTION 6.08.
TOTAL AGREEMENT. THIS WAIVER AGREEMENT, THE CREDIT
AGREEMENT, AND ALL OTHER LOAN DOCUMENTS SHALL CONSTITUTE THE ENTIRE AGREEMENT
BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF, AND SHALL RESCIND ALL
PRIOR AGREEMENTS AND UNDERSTANDINGS BETWEEN THE PARTIES HERETO RELATING TO THE
SUBJECT MATTER HEREOF, AND SHALL NOT BE CHANGED OR TERMINATED ORALLY.
SECTION 6.09.
WAIVER OF JURY TRIAL. TO THE EXTENT