ALLOWING FTI
REASONABLE ACCESS TO THE BORROWER'S PREMISES, BOOKS, RECORDS AND PERSONNEL.
4.03
RESTRICTIONS ON ACTIVITIES OF CREDIT PARTIES AND THEIR
SUBSIDIARIES.
EACH OF THE CREDIT PARTIES HEREBY AGREES THAT, DURING THE PERIOD
COMMENCING ON THE DATE HEREOF AND ENDING ON THE FORBEARANCE TERMINATION DATE
(THE "FORBEARANCE PERIOD"), IT WILL NOT, AND WILL NOT PERMIT ANY OF ITS
SUBSIDIARIES TO (I) CREATE OR INCUR ANY ADDITIONAL INDEBTEDNESS, (II) PURCHASE,
MAKE OR OTHERWISE ACQUIRE ANY INVESTMENTS, EXCEPT AS EXPRESSLY PERMITTED UNDER
CLAUSES (A), (B), (D) AND (E) OF SECTION 7.06 OF THE CREDIT AGREEMENT, (III)
MAKE ANY RESTRICTED PAYMENTS, EXCEPT AS EXPRESSLY PERMITTED UNDER CLAUSES (I)
AND (X) OF SECTION 7.09 OF THE CREDIT AGREEMENT AND (IV) MAKE, OR AGREE TO MAKE,
ANY CAPITAL EXPENDITURES, EXCEPT FOR CAPITAL EXPENDITURES MADE IN THE ORDINARY
COURSE OF BUSINESS.
SECTION V.
MISCELLANEOUS
5.01
REPRESENTATIONS AND WARRANTIES.
THE CREDIT PARTIES JOINTLY AND
SEVERALLY REPRESENT AND WARRANT (WHICH REPRESENTATIONS AND WARRANTIES SHALL
SURVIVE THE EXECUTION AND DELIVERY HEREOF) TO THE ADMINISTRATIVE AGENT, THE
COLLATERAL AGENT AND EACH OF THE LENDERS THAT:
(A)
SUCH PARTIES HAVE THE POWER AND AUTHORITY
TO EXECUTE, DELIVER AND CARRY OUT THE TERMS AND PROVISIONS OF THIS AGREEMENT AND
THE TRANSACTIONS CONTEMPLATED HEREBY AND HAVE TAKEN OR CAUSED TO BE TAKEN ALL
NECESSARY ACTION TO AUTHORIZE THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY;
(B)
NO CONSENT OF ANY OTHER PERSON, AND NO
ACTION OF, OR FILING WITH ANY GOVERNMENTAL OR PUBLIC BODY OR AUTHORITY IS
REQUIRED TO AUTHORIZE, OR IS OTHERWISE REQUIRED IN CONNECTION WITH THE
EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT BY SUCH PARTIES;
(C)
THIS AGREEMENT HAS BEEN DULY EXECUTED AND
DELIVERED ON BEHALF OF SUCH PARTIES BY DULY AUTHORIZED OFFICERS OF SUCH PARTIES,
AND CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATION OF SUCH PARTIES
ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, EXCEPT TO THE EXTENT THAT THE
ENFORCEABILITY THEREOF MAY BE LIMITED BY APPLICABLE BANKRUPTCY, REORGANIZATION,
INSOLVENCY, MORATORIUM AND OTHER SIMILAR LAWS RELATING TO OR AFFECTING THE
ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY AND THE EXERCISE OF JUDICIAL
DISCRETION IN ACCORDANCE WITH GENERAL PRINCIPLES OF EQUITY (REGARDLESS OF
WHETHER ENFORCEMENT IS SOUGHT IN EQUITY OR AT LAW);
(D)
THE EXECUTION, DELIVERY AND PERFORMANCE OF
THIS AGREEMENT WILL NOT VIOLATE ANY LAW, STATUTE OR REGULATION OR ANY ORDER OR
DECREE OF ANY COURT OR GOVERNMENTAL INSTRUMENTALITY, OR CONFLICT WITH, OR RESULT
IN THE BREACH OF, OR CONSTITUTE A DEFAULT UNDER ANY CONTRACTUAL OBLIGATION OF
SUCH PARTIES; AND
(E)
ON AND AS OF THE DATE HEREOF AND GIVING
EFFECT TO THIS AGREEMENT, NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING, OTHER THAN THE DESIGNATED EVENTS OF DEFAULT (IF ANY).
5.02
NO PRESENT CLAIMS.
THE CREDIT PARTIES ACKNOWLEDGE AND AGREE THAT,
AS OF THE DATE HEREOF: (A) NONE OF THE CREDIT PARTIES HAVE ANY CLAIM OR CAUSE OF
ACTION AGAINST ANY OF THE LENDERS, THE ADMINISTRATIVE AGENT OR THE COLLATERAL
AGENT (OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS OR
AGENTS); (B)