PARTY AS THE ADMINISTRATIVE AGENT OR ANY LENDER MAY REASONABLY
REQUIRE TO ACCOMPLISH THE PURPOSES HEREOF.
SECTION 13.
CONDITIONS TO EFFECTIVENESS.
THIS FOURTH AMENDMENT
SHALL BECOME EFFECTIVE ON THE DATE (THE "EFFECTIVE DATE") WHEN, AND ONLY WHEN:
(A)
THE BORROWER, THE GUARANTORS, THE
ADMINISTRATIVE AGENT AND EACH LENDER SHALL HAVE EXECUTED AND DELIVERED TO THE
ADMINISTRATIVE AGENT A COUNTERPART OF THIS FOURTH AMENDMENT;
(B)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
RESOLUTIONS, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE
AGENT, OF THE BORROWER AND EACH GUARANTOR AUTHORIZING THE EXECUTION, DELIVERY
AND PERFORMANCE OF THIS FOURTH AMENDMENT, EACH SUCH COPY BEING ATTACHED TO AN
ORIGINAL CERTIFICATE OF AN AUTHORIZED OFFICER OF THE BORROWER AND EACH
GUARANTOR, DATED AS OF THE FOURTH AMENDMENT CLOSING DATE CERTIFYING (I) THAT THE
RESOLUTIONS ATTACHED THERETO ARE TRUE, CORRECT AND COMPLETE COPIES OF
RESOLUTIONS DULY ADOPTED BY THE BORROWER AND EACH GUARANTOR, AS APPLICABLE,
(II) THAT SUCH RESOLUTIONS CONSTITUTE ALL RESOLUTIONS
6
ADOPTED WITH RESPECT TO THE
TRANSACTIONS CONTEMPLATED HEREBY, (III) THAT SUCH RESOLUTIONS HAVE NOT BEEN
AMENDED, MODIFIED, REVOKED OR RESCINDED AS OF THE FOURTH AMENDMENT CLOSING DATE,
(IV) THAT THE ARTICLES OF ORGANIZATION AND REGULATIONS OF THE BORROWER AND EACH
GUARANTOR, AS APPLICABLE, HAVE NOT BEEN AMENDED OR OTHERWISE MODIFIED SINCE THE
EFFECTIVE DATE OF THE CREDIT AGREEMENT, EXCEPT PURSUANT TO ANY AMENDMENTS
ATTACHED THERETO, AND (V) AS TO THE INCUMBENCY AND SIGNATURE OF THE OFFICERS OF
THE BORROWER AND EACH GUARANTOR EXECUTING THIS FOURTH AMENDMENT;
(C)
EACH OF THE REPRESENTATIONS AND WARRANTIES MADE BY THE BORROWER
AND EACH GUARANTOR IN OR PURSUANT TO THE LOAN DOCUMENTS SHALL BE TRUE AND
CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE FOURTH AMENDMENT CLOSING DATE,
EXCEPT TO THE EXTENT SUCH REPRESENTATION AND WARRANTIES SPECIFICALLY RELATE TO
AN EARLIER DATE, IN WHICH CASE THEY WERE TRUE AND CORRECT IN ALL MATERIAL
RESPECTS ON AND AS OF SUCH EARLIER DATE;
(D)
NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING;
(E)
NO EVENT SHALL HAVE OCCURRED WITH RESPECT TO THE PARENT, THE
BORROWER AND ITS SUBSIDIARIES, TAKEN AS A WHOLE, WHICH, IN THE REASONABLE
OPINION OF ANY OF THE LENDERS, HAS HAD, OR COULD REASONABLY BE EXPECTED TO HAVE,
A MATERIAL ADVERSE EFFECT;
(F)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A FULLY EXECUTED
COPY OF THAT CERTAIN FEE LETTER BETWEEN THE BORROWER AND THE ADMINISTRATIVE
AGENT PERTAINING TO CERTAIN FEES AND EXPENSES PAYABLE BY THE BORROWER TO SUCH
PARTIES AS SET FORTH IN SUCH LETTER AND ALL FEES AND OTHER AMOUNTS DUE AND
PAYABLE ON OR PRIOR TO THE FOURTH AMENDMENT CLOSING DATE, INCLUDING, TO THE
EXTENT INVOICED, REIMBURSEMENT OR PAYMENT OF ALL OUT OF POCKET EXPENSES REQUIRED
TO BE REIMBURSED OR PAID BY THE BORROWER HEREUNDER;
(G)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED EACH OF THE SECURITY
DOCUMENTS, DULY EXECUTED AND COMPLETED IN SUFFICIENT NUMBER OF COUNTERPARTS FOR
RECORDING, IF NECESSARY, AND THEY SHALL CONSTITUTE SATISFACTORY SECURITY
DOCUMENTATION TO CREATE FIRST PRIORITY SECURITY INTERESTS IN THE COLLATERAL,
(FREE AND CLEAR