REPRESENTATIONS AND WARRANTIES.
IN ORDER TO INDUCE THE
ADMINISTRATIVE AGENT AND THE LENDERS TO ENTER INTO THIS AGREEMENT, EACH OF
HOLDINGS AND THE BORROWER HEREBY REPRESENTS AND WARRANTS TO THE LENDERS AS OF
THE DATE HEREOF THAT:
2
(A)
THIS AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED BY IT AND
CONSTITUTES ITS LEGAL, VALID AND BINDING OBLIGATION, ENFORCEABLE AGAINST IT IN
ACCORDANCE WITH ITS TERMS, EXCEPT AS ENFORCEABILITY MAY BE LIMITED BY APPLICABLE
BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR SIMILAR LAWS AFFECTING THE
ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY AND BY GENERAL EQUITABLE PRINCIPLES
(WHETHER ENFORCEMENT IS SOUGHT BY PROCEEDINGS IN EQUITY OR AT LAW).
(B)
AFTER GIVING EFFECT TO THIS AGREEMENT, NO DEFAULT OR EVENT OR
DEFAULT HAS OCCURRED AND IS CONTINUING.
(C)
AFTER GIVING EFFECT TO THIS AGREEMENT, EACH OF THE REPRESENTATIONS
AND WARRANTIES MADE BY ANY LOAN PARTY IN OR PURSUANT TO THE LOAN DOCUMENTS IS
TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE DATE HEREOF AS IF
MADE ON AND AS OF THE DATE HEREOF, EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND
WARRANTIES EXPRESSLY RELATE TO AN EARLIER DATE (IN WHICH CASE SUCH
REPRESENTATIONS AND WARRANTIES SHALL BE TRUE AND CORRECT IN ALL MATERIAL
RESPECTS AS OF SUCH EARLIER DATE).
3.
CONDITIONS OF EFFECTIVENESS.
THIS AGREEMENT SHALL BECOME
EFFECTIVE AS OF THE DATE HEREOF UPON THE ADMINISTRATIVE AGENT'S RECEIPT OF AN
EXECUTED COUNTERPART HEREOF FROM EACH OF HOLDINGS, THE BORROWER AND THE REQUIRED
LENDERS AND AN ACKNOWLEDGMENT AND CONSENT HERETO FROM EACH OF THE SUBSIDIARY
GUARANTORS IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE
AGENT.
4.
EFFECT OF AGREEMENT.
EACH OF HOLDINGS AND THE BORROWER
UNDERSTANDS THAT THE WAIVER AND AGREEMENT SET FORTH IN SECTION 1(A) HEREOF IS
TEMPORARY IN EFFECT AND THAT UPON THE EXPIRATION OF THE PERIOD REFERRED TO IN
CLAUSE (1) OF SECTION 1(A) HEREOF, ALL OF THE REQUIREMENTS OF SECTION 7.1 OF THE
CREDIT AGREEMENT THAT HAVE BEEN TEMPORARILY WAIVED AS PROVIDED HEREIN (AND NOT
FULFILLED, OR FURTHER WAIVED OR MODIFIED, PRIOR TO SUCH TIME) SHALL, WITHOUT ANY
FURTHER ACTION BY OR NOTICE TO OR FROM THE ADMINISTRATIVE AGENT OR ANY LENDER,
BE AND BECOME IN FULL FORCE AND EFFECT, AND THE ADMINISTRATIVE AGENT AND THE
LENDERS SHALL HAVE ALL OF THE RIGHTS AND REMEDIES PROVIDED TO THEM UNDER THE
CREDIT AGREEMENT, THE OTHER LOAN DOCUMENTS, APPLICABLE LAW OR OTHERWISE WITH
RESPECT TO ANY AND ALL SUCH REQUIREMENTS AS THOUGH NO WAIVER HAD BEEN GRANTED
HEREUNDER.
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 ADMINISTRATIVE AGENT, THE
BORROWER, HOLDINGS OR ANY OTHER LOAN PARTY UNDER THE CREDIT AGREEMENT OR ANY
OTHER LOAN DOCUMENT, 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 OR ANY OTHER LOAN DOCUMENT, ALL OF WHICH ARE RATIFIED AND
AFFIRMED IN ALL RESPECTS AND SHALL