BY SUCH DECREASING TERM LENDER TO THE ADMINISTRATIVE AGENT NOT LATER
THAN 5:00 P.M. (NEW YORK CITY TIME).
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(C)
EACH OF THE PARTIES HERETO HEREBY CONSENTS
TO THE SALES, ASSIGNMENTS, PURCHASES AND ASSUMPTIONS PROVIDED FOR IN PARAGRAPHS
(A) AND (B) ABOVE, AND AGREES THAT EACH INCREASING TERM LENDER SHALL BE A PARTY
TO THE RESTATED CREDIT AGREEMENT AND, TO THE EXTENT OF THE INTERESTS PURCHASED
BY SUCH INCREASING TERM LENDER PURSUANT TO SUCH PARAGRAPHS OR HELD BY SUCH
INCREASING TERM LENDER PRIOR TO THE RESTATEMENT EFFECTIVE DATE, SHALL HAVE THE
RIGHTS AND OBLIGATIONS OF A TERM LENDER UNDER THE AMENDED AND RESTATED CREDIT
AGREEMENT.
(D)
IF THE RESTATEMENT EFFECTIVE DATE SHALL NOT
OCCUR ON THE DATE SPECIFIED THEREFOR PURSUANT HERETO, THE PROVISIONS OF
SECTION 2.16(C) OF THE EXISTING CREDIT AGREEMENT SHALL BE APPLICABLE (TREATING
THE NONOCCURRENCE OF THE SALES AND ASSIGNMENTS AND PURCHASES AND ASSUMPTIONS
CONTEMPLATED BY PARAGRAPHS (A) AND (B) OF THIS SECTION FOR PURPOSES OF SUCH
SECTION 2.16 AS THE FAILURE BY THE BORROWER TO (I) REPAY TERM LOANS OF THE
DECREASING TERM LENDERS AND (II) BORROW FROM THE INCREASING TERM LENDERS THE
TERM LOANS TO BE PURCHASED BY THE INCREASING LENDERS, IN EACH CASE, AS
CONTEMPLATED BY PARAGRAPH (A) OF THIS SECTION).
SECTION 6.
CONDITIONS.
THE CONSUMMATION OF THE TRANSACTIONS SET FORTH IN
SECTIONS 3, 4 AND 5 OF THIS AGREEMENT SHALL BE SUBJECT TO THE SATISFACTION OF
THE FOLLOWING CONDITIONS PRECEDENT:
(A)
THE ADMINISTRATIVE AGENT (OR ITS COUNSEL)
SHALL HAVE RECEIVED FROM HOLDINGS, THE BORROWER, THE SUBSIDIARY LOAN PARTIES
PARTY HERETO AND THE RESTATEMENT REQUIRED LENDERS EITHER (I) A COUNTERPART OF
THIS AGREEMENT SIGNED ON BEHALF OF SUCH PARTY OR (II) WRITTEN EVIDENCE
SATISFACTORY TO THE ADMINISTRATIVE AGENT (WHICH MAY INCLUDE TELECOPY
TRANSMISSION OF A SIGNED SIGNATURE PAGE OF THIS AGREEMENT) THAT SUCH PARTY HAS
SIGNED A COUNTERPART OF THIS AGREEMENT.
(B)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
A FAVORABLE WRITTEN OPINION (ADDRESSED TO THE ADMINISTRATIVE AGENT AND THE
LENDERS AND DATED THE RESTATEMENT EFFECTIVE DATE) OF EACH OF (I) PAUL, WEISS,
RIFKIND, WHARTON & GARRISON LLP, COUNSEL FOR HOLDINGS AND THE BORROWER,
SUBSTANTIALLY IN THE FORM OF EXHIBIT B, AND (II) DECHERT LLP, SUBSTANTIALLY IN
THE FORM OF EXHIBIT C.
HOLDINGS AND THE BORROWER HEREBY REQUEST SUCH COUNSEL TO
DELIVER SUCH OPINIONS.
(C)
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED SUCH DOCUMENTS AND CERTIFICATES AS THE ADMINISTRATIVE AGENT OR ITS
COUNSEL MAY REASONABLY REQUEST RELATING TO THE ORGANIZATION, EXISTENCE AND GOOD
STANDING OF EACH LOAN PARTY, THE AUTHORIZATION OF THE TRANSACTIONS AND ANY OTHER
LEGAL MATTERS RELATING TO THE LOAN PARTIES, THE LOAN DOCUMENTS OR THE
TRANSACTIONS, ALL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT AND ITS COUNSEL.
(D)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
A CERTIFICATE, DATED THE RESTATEMENT EFFECTIVE DATE AND SIGNED BY THE PRESIDENT,
A VICE PRESIDENT OR A FINANCIAL OFFICER OF THE BORROWER, CONFIRMING COMPLIANCE
WITH THE CONDITIONS SET FORTH IN PARAGRAPHS (A) AND (B) OF SECTION 4.02 OF THE
RESTATED CREDIT AGREEMENT.
5
(E)
THE