OF SUCH EARLIER DATE).
5
(B)
BOTH ON AND AS OF THE DATE HEREOF AND ON AND AS OF THE
AMENDMENT EFFECTIVE DATE, BOTH BEFORE AND AFTER GIVING EFFECT TO THIS AMENDMENT,
NO EVENT HAS OCCURRED AND IS CONTINUING THAT CONSTITUTES A DEFAULT OR AN EVENT
OF DEFAULT UNDER THE UNAMENDED CREDIT AGREEMENT, THE AMENDED CREDIT AGREEMENT
AND THE OTHER LOAN DOCUMENTS
(C)
THE EXECUTION, DELIVERY OF, AND THE PERFORMANCE OF THIS
AMENDMENT BY HOLDINGS, THE COMPANY AND THE OTHER BORROWERS IS PERMITTED UNDER
THE TERMS OF ALL MATERIAL INDEBTEDNESS.
(D)
THE ADMINISTRATIVE AGENT (OR ITS COUNSEL) SHALL HAVE RECEIVED
FROM HOLDINGS, THE COMPANY, THE OTHER BORROWERS AND EACH SUBSIDIARY LOAN PARTY
AND FROM EACH OTHER PARTY HERETO (INCLUDING (X) THE ADMINISTRATIVE AGENT AND
EACH OF THE CONSENTING LENDERS CONSTITUTING THE "REQUIRED LENDERS" (AS DEFINED
IN THE UNAMENDED CREDIT AGREEMENT) AND (Y) ALL DESIGNATED LENDERS) EITHER (I) A
COUNTERPART OF THIS AMENDMENT SIGNED ON BEHALF OF SUCH PARTY OR (II) WRITTEN
EVIDENCE SATISFACTORY TO THE EXITING ADMINISTRATIVE AGENT (WHICH MAY INCLUDE
TELECOPY TRANSMISSION OF A SIGNED SIGNATURE PAGE OF THIS AMENDMENT) THAT SUCH
PARTY HAS SIGNED A COUNTERPART OF THIS AGREEMENT.
(E)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED, ON BEHALF OF
ITSELF AND THE LENDERS AND EACH ISSUING BANK ON THE AMENDMENT EFFECTIVE DATE, A
FAVORABLE WRITTEN OPINION OF (I) WACHTELL, LIPTON, ROSEN & KATZ, SPECIAL COUNSEL
FOR THE LOAN PARTIES, (II) JEFF THOMPSON, IN-HOUSE COUNSEL FOR THE LOAN PARTIES,
(III) VANCOTT, BAGLEY, CORNWALL & MCCARTHY, UTAH COUNSEL FOR CERTAIN OF THE LOAN
PARTIES, (IV) RICHARDS, LAYTON & FINGER, DELAWARE COUNSEL FOR CERTAIN OF THE
LOAN PARTIES, (V) RUDOLPH, FINE, PORTER & JOHNSON, LLP, INDIANA COUNSEL FOR
CERTAIN OF THE LOAN PARTIES, (VI) MCDONALD HOPKINS LLC, OHIO COUNSEL FOR CERTAIN
OF THE LOAN PARTIES, (VII) GENTRY, LOCKE, RAKES & MOORE, VIRGINIA COUNSEL FOR
CERTAIN OF THE LOAN PARTIES, AND (VIII) VENABLE LLP, MARYLAND COUNSEL FOR
CERTAIN OF THE LOAN PARTIES, IN EACH CASE (A) DATED THE AMENDMENT EFFECTIVE
DATE, (B) ADDRESSED TO EACH ISSUING BANK ON THE AMENDMENT EFFECTIVE DATE, THE
ADMINISTRATIVE AGENT AND THE LENDERS, AND (C) IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT AND COVERING SUCH OTHER MATTERS
RELATING TO THE LOAN DOCUMENTS AS THE ADMINISTRATIVE AGENT SHALL REASONABLY
REQUEST.
(F)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED IN THE CASE OF
EACH LOAN PARTY EACH OF THE ITEMS REFERRED TO IN CLAUSES (I), (II), (III), (IV)
AND (V) BELOW:
(I)
ONLY IF SUCH DOCUMENT OR ITEM HAS NOT PREVIOUSLY BEEN
DELIVERED, OR SHALL HAVE CHANGED SINCE THE LATTER OF (X) ITS LAST DATE OF ITS
PREVIOUS DELIVERY TO THE ADMINISTRATIVE AGENT PURSUANT TO THE UNAMENDED CREDIT
AGREEMENT, AND (Y) THE ORIGINAL AGREEMENT DATE, A COPY OF THE CERTIFICATE OR
ARTICLES OF INCORPORATION, CERTIFICATE OF LIMITED PARTNERSHIP OR CERTIFICATE OF
FORMATION, AS APPLICABLE, INCLUDING ALL AMENDMENTS THERETO, OF EACH LOAN PARTY,
(A) IN THE CASE OF A CORPORATION, CERTIFIED AS OF A RECENT DATE OF THE AMENDMENT
EFFECTIVE DATE BY THE SECRETARY OF STATE (OR