OF THE FOREGOING MUTUAL COVENANTS TO INFORM EACH OTHER, AND TO KEEP THEMSELVES
AND EACH OTHER INFORMED AS TO SUCH MATTERS, THAT THE AGENT SHALL HAVE NO DUTY TO
INFORM ANY BORROWER OF ANY INFORMATION PERTAINING TO THE BUSINESS, AFFAIRS,
FINANCES, OR FINANCIAL CONDITION OF ANY OTHER BORROWER, OR PERTAINING TO THE
ABILITY OF ANY OTHER BORROWER TO PERFORM ITS LIABILITIES UNDER THE LOAN
DOCUMENTS, EVEN IF SUCH INFORMATION IS ADVERSE, AND EVEN IF SUCH INFORMATION
MIGHT INFLUENCE THE DECISION OF ONE OR MORE OF THE BORROWERS TO CONTINUE TO BE
JOINTLY AND SEVERALLY LIABLE FOR, OR TO PROVIDE COLLATERAL FOR, LIABILITIES OF
ONE OR MORE OF THE OTHER BORROWERS.
TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, EACH BORROWER HEREBY EXPRESSLY WAIVES ANY DUTY OF THE AGENT TO
INFORM ANY BORROWER OF ANY SUCH INFORMATION.
(I)
BORROWERS AND EACH OF THEM WARRANT AND AGREE THAT EACH OF THE WAIVERS AND
CONSENTS SET FORTH HEREIN ARE MADE AFTER CONSULTATION WITH LEGAL COUNSEL AND
WITH FULL KNOWLEDGE OF THEIR SIGNIFICANCE AND CONSEQUENCES, WITH THE
UNDERSTANDING THAT EVENTS GIVING RISE TO ANY DEFENSE OR RIGHT WAIVED MAY
DIMINISH, OR OTHERWISE ADVERSELY AFFECT RIGHTS THAT BORROWERS OTHERWISE MAY HAVE
AGAINST OTHER BORROWERS, THE AGENT OR OTHERS, OR AGAINST COLLATERAL, AND THAT,
UNDER THE CIRCUMSTANCES, THE WAIVERS AND CONSENTS HEREIN GIVEN ARE REASONABLE.
IF ANY OF THE
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WAIVERS OR CONSENTS HEREIN IS DETERMINED TO BE CONTRARY TO ANY APPLICABLE LAW OR
PUBLIC POLICY, SUCH WAIVERS AND CONSENTS SHALL BE EFFECTIVE TO THE MAXIMUM
EXTENT PERMITTED BY LAW.
14.25
TRANSITIONAL ARRANGEMENTS.
This Agreement shall, on and as of the Closing Date, supersede that certain Loan
and Security Agreement dated as of April 24, 1998 among Mothers Work, Inc., Cave
Springs, Inc., and certain other entities from time to time party thereto as
borrowers, and Fleet Retail Group, Inc., as assignee of Fleet Capital
Corporation, as lender (the "First Agreement"), in its entirety, except as
provided in this Section 14.25.
On the Closing Date, the rights and obligations
of the parties under the First Agreement shall be subsumed within and governed
by this Agreement , provided, however,
(a)
that each of the " Loans" (as defined in the First Agreement) outstanding
under the First Agreement on the Closing Date shall continue to bear interest up
to the Closing Date at the rate at which they bear interest under the First
Agreement and, on and after the Closing Date, all of such Loans under the First
Agreement shall be converted to Revolving Credit Loans hereunder and shall bear
interest at the rates set forth hereunder;
(b)
that any Letter of Credit outstanding under the First Agreement on the
Closing Date shall for the purposes of this Agreement, together with the Special
Purpose Credit, be a L/C hereunder;
(c)
that each and every other Loan Document under the First Agreement
shall,
unless explicitly restated, substituted or replaced in connection herewith,
continue in full force and effect and that any and all references therein to the
First