IN ACCORDANCE WITH ITS TERMS,
SUBJECT HOWEVER TO (I) THE EXERCISE OF JUDICIAL DISCRETION IN ACCORDANCE WITH
GENERAL PRINCIPLES OF EQUITY AND (II) BANKRUPTCY, INSOLVENCY, REORGANIZATION,
MORATORIUM AND OTHER SIMILAR LAWS AFFECTING CREDITORS' RIGHTS HERETOFORE OR
HEREAFTER ENACTED.
(D)
THE PROCEEDS OF THE LOANS MADE TO THE BORROWER SHALL NOT BE USED FOR A
PURPOSE WHICH VIOLATES REGULATION U.
14
(E)
AS OF THE DATE HEREOF, NO LITIGATION, INVESTIGATION OR PROCEEDING OF OR
BEFORE ANY ARBITRATOR OR GOVERNMENTAL AUTHORITY IS PENDING OR, TO THE KNOWLEDGE
OF THE BORROWER, THREATENED BY OR AGAINST THE BORROWER OR ANY SUBSIDIARY OR
AGAINST ANY OF THEIR RESPECTIVE PROPERTIES OR REVENUES (I) WITH RESPECT TO THIS
AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR (II) THAT COULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT (OTHER THAN THOSE
LITIGATIONS, INVESTIGATIONS OR PROCEEDINGS SET FORTH IN THE REGISTRATION
STATEMENT).
(F)
(I) THE COMBINED STATEMENT OF FINANCIAL POSITION OF THE BORROWER AND ITS
COMBINED STATEMENTS OF EARNINGS, STOCKHOLDER'S INTEREST AND CASH FLOWS AS OF AND
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003 REPORTED ON BY KPMG LLP, INDEPENDENT
PUBLIC ACCOUNTANTS, AND SET FORTH BEGINNING ON PAGE F-3 OF THE REGISTRATION
STATEMENT, PRESENT FAIRLY (ASSUMING COMPLETION OF THE TRANSACTIONS DESCRIBED IN
NOTE 1 TO SUCH FINANCIAL STATEMENTS), IN ALL MATERIAL RESPECTS, THE FINANCIAL
POSITION AND RESULTS OF OPERATIONS AND CASH FLOWS OF THE BORROWER AND ITS
CONSOLIDATED SUBSIDIARIES AS OF SUCH DATE AND FOR SUCH PERIOD IN ACCORDANCE WITH
GAAP AND (II) SINCE DECEMBER 31, 2003 TO THE DATE HEREOF, OTHER THAN THOSE
DEVELOPMENTS AND EVENTS DESCRIBED IN THE REGISTRATION STATEMENT, THERE HAS BEEN
NO DEVELOPMENT OR EVENT THAT HAS HAD OR COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT WITH RESPECT TO THE BORROWER AND ITS SUBSIDIARIES TAKEN
AS A WHOLE.
(G)
THE BORROWER AND EACH OF ITS MATERIAL SUBSIDIARIES IS IN COMPLIANCE WITH
ALL APPLICABLE LAWS, RULES, REGULATIONS AND ORDERS OF, AND ALL APPLICABLE
RESTRICTIONS IMPOSED BY, ANY GOVERNMENTAL AUTHORITY APPLICABLE TO IT OR ITS
PROPERTY, INCLUDING, WITHOUT LIMITATION, STATUTORY INSURANCE REQUIREMENTS,
EXCEPT WHERE THE FAILURE TO DO SO COULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT WITH RESPECT TO THE BORROWER AND ITS SUBSIDIARIES TAKEN
AS A WHOLE.
ARTICLE IV
CONDITIONS
The obligations of the Lenders to make Loans hereunder shall not become
effective until the date on which each of the following conditions is satisfied
(or waived in accordance with Section 7.02):
(A)
THE ADMINISTRATIVE AGENT (OR ITS COUNSEL) SHALL HAVE RECEIVED FROM EACH
PARTY HERETO 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 EFFECTIVE
DATE) OF IN-HOUSE COUNSEL FOR THE BORROWER, SUBSTANTIALLY IN THE FORM