SET FORTH IN THE CREDIT AGREEMENT AND IN THE
OTHER LOAN DOCUMENTS SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS (EXCEPT
THAT ANY REPRESENTATION AND WARRANTY THAT IS QUALIFIED AS TO "MATERIALITY" OR
"MATERIAL ADVERSE EFFECT" SHALL BE TRUE
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and correct in all respects) with the same effect as if then made (unless
expressly stated to relate to an earlier date, in which case such
representations and warranties shall be true and correct (or true and correct in
all material respects, as the case may be) as of such earlier date).
(D)
AT THE TIME OF AND AFTER GIVING EFFECT TO THIS INCREASE JOINDER,
NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING.
(E)
NEITHER THE EXECUTION, DELIVERY, PERFORMANCE OR EFFECTIVENESS OF
THIS INCREASE JOINDER WILL: (A) IMPAIR THE VALIDITY, EFFECTIVENESS OR PRIORITY
OF THE LIENS GRANTED PURSUANT TO ANY LOAN DOCUMENT, AND SUCH LIENS CONTINUE
UNIMPAIRED WITH THE SAME PRIORITY TO SECURE REPAYMENT OF ALL OF THE APPLICABLE
OBLIGATIONS, WHETHER HERETOFORE OR HEREAFTER INCURRED OR (B) REQUIRE THAT ANY
NEW FILINGS BE MADE OR OTHER ACTION TAKEN TO PERFECT OR TO MAINTAIN THE
PERFECTION OF SUCH LIENS OTHER THAN THE ACTIONS REQUIRED BY SECTION 3(H).
Section 3.
Conditions to Effectiveness.
This Increase Joinder shall become
effective on the date (the "Increase Joinder Effective Date") on which each of
the following conditions is satisfied or waived:
(A)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED FROM EACH INCREMENTAL
TERM LOAN LENDER EITHER (I) A COUNTERPART OF THIS INCREASE JOINDER SIGNED ON
BEHALF OF SUCH PARTY OR (II) WRITTEN EVIDENCE SATISFACTORY TO THE ADMINISTRATIVE
AGENT (WHICH MAY INCLUDE TELECOPY TRANSMISSION OR ".PDF" OF A SIGNED SIGNATURE
PAGE OF THIS INCREASE JOINDER) THAT SUCH PARTY HAS SIGNED A COUNTERPART OF THIS
INCREASE JOINDER;
(B)
EACH INCREMENTAL TERM LOAN LENDER OR THE ADMINISTRATIVE AGENT ON
ITS BEHALF SHALL HAVE RECEIVED, IF REQUESTED, ONE OR MORE NOTES PAYABLE TO THE
ORDER OF SUCH LENDER DULY EXECUTED BY THE U.S. BORROWER IN SUBSTANTIALLY THE
FORM OF EXHIBIT E-3 TO THE CREDIT AGREEMENT, EVIDENCING ITS INCREMENTAL TERM
LOANS;
(C)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED AN OFFICER'S
CERTIFICATE, DATED THE INCREASE JOINDER EFFECTIVE DATE AND SIGNED ON BEHALF OF
THE U.S. BORROWER BY A FINANCIAL OFFICER OF THE U.S. BORROWER, SUBSTANTIALLY IN
THE FORM OF EXHIBIT F TO THE CREDIT AGREEMENT, CONFIRMING COMPLIANCE WITH THE
CONDITIONS PRECEDENT SET FORTH IN SECTIONS 2.21(B) OF THE CREDIT AGREEMENT;
(D)
THE U.S. BORROWER SHALL HAVE PAID (I) TO THE ADMINISTRATIVE AGENT,
ALL REASONABLE OUT-OF-POCKET COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION
THE REASONABLE FEES, CHARGES AND DISBURSEMENTS OF CAHILL GORDON & REINDEL LLP,
COUNSEL FOR THE AGENTS) OF THE ADMINISTRATIVE AGENT AND (II) TO MERRILL LYNCH
CAPITAL CORPORATION, THE UNDERWRITING FEE SET FORTH IN THE FEE LETTER DATED AS
OF MARCH 19, 2007 AMONG THE U.S. BORROWER, MERRILL LYNCH CAPITAL CORPORATION AND
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED;
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(E)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED SUCH DOCUMENTS AND
CERTIFICATES AS THE ADMINISTRATIVE AGENT OR