INSURANCE HAVE BEEN PAID.
HOLDINGS AND THE BORROWER REASONABLY BELIEVE THAT THE
INSURANCE MAINTAINED BY OR ON BEHALF OF THE GROUP MEMBERS IS ADEQUATE.
SECTION 6.
CONDITIONS PRECEDENT
6.1.
CONDITIONS TO INITIAL EXTENSION OF CREDIT.
THE AGREEMENT OF EACH
LENDER TO MAKE THE INITIAL EXTENSION OF CREDIT REQUESTED TO BE MADE BY IT IS
SUBJECT TO THE SATISFACTION, PRIOR TO OR CONCURRENTLY WITH THE MAKING OF SUCH
EXTENSION OF CREDIT ON THE EFFECTIVE DATE, OF THE FOLLOWING CONDITIONS
PRECEDENT:
(A)
CREDIT AGREEMENT; GUARANTEE AND COLLATERAL AGREEMENT.
THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED (I) THIS AGREEMENT EXECUTED AND
DELIVERED BY EACH AGENT, EACH LENDER, HOLDINGS AND THE BORROWER AND (II) THE
GUARANTEE AND COLLATERAL AGREEMENT, EXECUTED AND DELIVERED BY THE BORROWER,
HOLDINGS AND EACH OTHER GUARANTOR.
(B)
ORGANIZATION, EXISTENCE, GOOD STANDING, AUTHORITY, ETC.
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
74
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.
(C)
APPROVALS.
ALL GOVERNMENTAL AND THIRD-PARTY APPROVALS (INCLUDING
LANDLORDS' AND OTHER CONSENTS) NECESSARY OR ADVISABLE IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED HEREBY SHALL HAVE BEEN OBTAINED AND BE IN FULL FORCE
AND EFFECT, AND ALL APPLICABLE WAITING PERIODS SHALL HAVE EXPIRED WITHOUT ANY
ACTION BEING TAKEN OR THREATENED BY ANY COMPETENT AUTHORITY THAT WOULD RESTRAIN,
PREVENT OR OTHERWISE IMPOSE MATERIAL ADVERSE CONDITIONS ON THE FINANCING
CONTEMPLATED HEREBY.
(D)
FEES.
THE LENDERS AND THE AGENTS SHALL HAVE RECEIVED ALL FEES REQUIRED
TO BE PAID IN RESPECT OF THIS AGREEMENT, AND ALL EXPENSES FOR WHICH INVOICES
HAVE BEEN PRESENTED (INCLUDING THE REASONABLE FEES AND EXPENSES OF LEGAL
COUNSEL) THAT ARE REQUIRED TO BE PAID OR REIMBURSED PURSUANT TO THIS AGREEMENT,
ON OR BEFORE THE EFFECTIVE DATE.
ALL SUCH AMOUNTS WILL BE PAID WITH PROCEEDS OF
LOANS MADE ON THE EFFECTIVE DATE AND WILL BE REFLECTED IN THE FUNDING
INSTRUCTIONS GIVEN BY THE BORROWER TO THE ADMINISTRATIVE AGENT ON OR BEFORE THE
EFFECTIVE DATE.
(E)
CLOSING CERTIFICATES.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
(I) A CERTIFICATE OF EACH LOAN PARTY, DATED THE EFFECTIVE DATE, SUBSTANTIALLY IN
THE FORM OF EXHIBIT C-2, WITH APPROPRIATE INSERTIONS AND ATTACHMENTS AND (II) A
CERTIFICATE OF THE BORROWER, DATED THE EFFECTIVE DATE, CERTIFYING TO THE
SATISFACTION OF THE CONDITIONS PRECEDENT SET FORTH IN SECTION 6.2 SUBSTANTIALLY
IN THE FORM OF EXHIBIT C-1.
(F)
LEGAL OPINIONS.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED THE
FOLLOWING EXECUTED LEGAL OPINIONS:
(I)
THE LEGAL OPINION OF KRAMER LEVIN NAFTALIS & FRANKEL LLP, COUNSEL
TO THE LOAN PARTIES, SUBSTANTIALLY IN THE FORM OF EXHIBIT F-1;
(II)
THE LEGAL OPINION OF IRA H. RAPHAELSON, GENERAL COUNSEL OF
HOLDINGS AND ITS SUBSIDIARIES, SUBSTANTIALLY IN THE FORM OF EXHIBIT F-2; AND
(III)
THE LEGAL OPINION OF LOCAL COUNSEL IN EACH OF CONNECTICUT AND
GEORGIA AND OF