SUCCESSOR ADMINISTRATIVE AGENT.
(B)
TEMPORARY WAIVER FEE.
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED, FOR THE ACCOUNT OF EACH LENDER THAT EXECUTES AND DELIVERS A
COUNTERPART OF THIS AGREEMENT TO COUNSEL TO THE ADMINISTRATIVE AGENT BY
5:00 P.M., NEW YORK CITY TIME, ON TUESDAY, JULY 7, 2009, A TEMPORARY WAIVER FEE
IN AN AMOUNT EQUAL TO 0.35% OF THE SUM OF SUCH LENDER'S U.S. REVOLVING
COMMITMENT, CANADIAN REVOLVING CREDIT COMMITMENT AND TERM ADVANCES THEN
OUTSTANDING.
(C)
NO DEFAULT.
AFTER GIVING EFFECT TO THIS AGREEMENT, THERE SHALL BE
NO DEFAULT OR EVENT OF DEFAULT.
(D)
FEES AND EXPENSES.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
ALL INVOICED FEES AND ACCRUED EXPENSES OF THE ADMINISTRATIVE AGENT REQUIRED TO
BE PAID BY THE BORROWERS, INCLUDING, WITHOUT LIMITATION, THE REASONABLE FEES AND
EXPENSES OF LEGAL COUNSEL.
SECTION 7.
REPRESENTATIONS AND WARRANTIES.
IN ORDER TO INDUCE THE
ADMINISTRATIVE AGENT AND THE LENDERS TO ENTER INTO THIS AGREEMENT, THE BORROWERS
AND THE OTHER LOAN PARTIES HEREBY REPRESENT AND WARRANT TO THE ADMINISTRATIVE
AGENT AND THE LENDERS THAT:
(A)
THIS AGREEMENT HAS BEEN DULY AUTHORIZED BY ALL NECESSARY ACTION OF
SUCH ENTITY, DULY EXECUTED AND DELIVERED BY SUCH ENTITY AND CONSTITUTES A LEGAL,
VALID AND BINDING OBLIGATION OF THE BORROWERS AND EACH LOAN PARTY, AS
APPLICABLE, ENFORCEABLE AGAINST EACH SUCH ENTITY RESPECTIVELY IN ACCORDANCE WITH
ITS TERMS, SUBJECT TO APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION,
MORATORIUM OR OTHER LAWS AFFECTING CREDITORS' RIGHTS GENERALLY AND SUBJECT TO
GENERAL PRINCIPLES OF EQUITY, REGARDLESS OF WHETHER CONSIDERED IN A PROCEEDING
IN EQUITY OR AT LAW; AND
7
(B)
ALL OF THE REPRESENTATIONS AND WARRANTIES OF EACH LOAN PARTY
CONTAINED IN THE CREDIT AGREEMENT OR THE OTHER LOAN DOCUMENTS ARE TRUE AND
CORRECT IN ALL MATERIAL RESPECTS ON THE EFFECTIVE DATE (EXCEPT WITH RESPECT TO
OR AS MAY BE AFFECTED BY THE SCHEDULED DEFAULTS), WITH THE SAME EFFECT AS THOUGH
SUCH REPRESENTATIONS AND WARRANTIES HAD BEEN MADE ON AND AS OF THE EFFECTIVE
DATE (IT BEING UNDERSTOOD THAT ANY REPRESENTATION OR WARRANTY MADE AS OF A
SPECIFIC DATE SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF SUCH
SPECIFIC DATE).
SECTION 8.
CREDIT AGREEMENT. Except as expressly set forth herein,
this Agreement (a) shall not by implication or otherwise limit, impair,
constitute a waiver of or otherwise affect the rights and remedies of the
Lenders, the Administrative Agent, or the Borrowers under the Credit Agreement
or any other Loan Document and (b) shall not alter, modify, amend or in any way
affect any of the terms, conditions, obligations, covenants or agreements
contained in the Credit Agreement or any other Loan Document, 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 or any other Loan Document in similar or different circumstances.
After the date hereof, any reference in