REASONABLE EXPENSES INCURRED IN CONNECTION
WITH THE EXECUTION OF THIS THIRD AMENDMENT, INCLUDING ALL REASONABLE EXPENSES
INCURRED IN CONNECTION WITH ANY PREVIOUS NEGOTIATION AND LOAN DOCUMENTATION.
THE BORROWER SHALL FURNISH TO THE ADMINISTRATIVE AGENT AND LENDERS ALL SUCH
OTHER DOCUMENTS, CONSENTS AND INFORMATION RELATING TO THE BORROWER AND EACH
OTHER LOAN PARTY AS THE ADMINISTRATIVE AGENT OR ANY LENDER MAY REASONABLY
REQUIRE TO ACCOMPLISH THE PURPOSES HEREOF.
SECTION 12.
CONDITIONS TO EFFECTIVENESS.
THIS THIRD 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 THIRD 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 THIRD AMENDMENT, EACH SUCH COPY BEING ATTACHED TO AN ORIGINAL
CERTIFICATE OF AN
6
AUTHORIZED OFFICER OF THE BORROWER AND EACH GUARANTOR, DATED AS OF THE THIRD
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 ADOPTED WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, (III)
THAT SUCH RESOLUTIONS HAVE NOT BEEN AMENDED, MODIFIED, REVOKED OR RESCINDED AS
OF THE THIRD 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
THIRD 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 THIRD 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 THIRD AMENDMENT CLOSING DATE, INCLUDING, TO THE
EXTENT INVOICED, REIMBURSEMENT OR PAYMENT OF ALL OUT OF POCKET EXPENSES REQUIRED
TO BE