HAVE NOT BEEN AMENDED SINCE THE DATE OF
THE LAST AMENDMENT THERETO SHOWN ON THE CERTIFICATE OF GOOD STANDING SO
FURNISHED AND (II) THE BY-LAWS OF EACH LOAN PARTY AS IN EFFECT AND DELIVERED TO
THE ADMINISTRATIVE AGENT ON THE FIRST RESTATEMENT DATE (OR SUCH LATER DATE ON
WHICH SUCH PERSON BECAME A LOAN PARTY) HAVE NOT BEEN AMENDED.
(D)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A CERTIFICATE, DATED THE
RESTATEMENT DATE AND SIGNED BY A FINANCIAL OFFICER OF THE BORROWER, CONFIRMING
COMPLIANCE WITH THE CONDITIONS PRECEDENT SET FORTH IN PARAGRAPHS (B) AND (C) OF
SECTION 4.01.
(E)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED ALL FEES AND OTHER AMOUNTS DUE
AND PAYABLE ON OR PRIOR TO THE RESTATEMENT DATE, INCLUDING, TO THE EXTENT
INVOICED PRIOR TO THE RESTATEMENT DATE, REIMBURSEMENT OR PAYMENT OF ALL
OUT-OF-POCKET EXPENSES REQUIRED TO BE REIMBURSED OR PAID BY THE BORROWER
HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT.
(F)
THE AMENDMENT AGREEMENT SHALL HAVE BECOME EFFECTIVE IN ACCORDANCE WITH ITS
TERMS.
(G)
EACH DOCUMENT (INCLUDING EACH UNIFORM COMMERCIAL CODE FINANCING STATEMENT)
REQUIRED BY LAW OR REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT TO BE FILED,
REGISTERED OR RECORDED IN ORDER TO CREATE IN FAVOR OF THE COLLATERAL AGENT FOR
THE BENEFIT OF THE SECURED PARTIES A VALID, LEGAL AND PERFECTED FIRST-PRIORITY
(EXCEPT TO THE EXTENT OTHERWISE PROVIDED THEREIN) SECURITY INTEREST IN AND LIEN
ON THE COLLATERAL (SUBJECT TO ANY LIEN EXPRESSLY PERMITTED BY SECTION 6.02)
DESCRIBED IN THE COLLATERAL AGREEMENT SHALL HAVE BEEN DELIVERED TO THE
COLLATERAL AGENT.
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(H)
THE LENDERS SHALL HAVE RECEIVED THE AUDITED AND UNAUDITED FINANCIAL
STATEMENTS REFERRED TO IN SECTION 3.05.
(I)
THE EXISTING TERM LOANS, TOGETHER WITH ACCRUED INTEREST THEREON, SHALL HAVE
BEEN REPAID, OR SHALL BE REPAID SIMULTANEOUSLY WITH THE INITIAL BORROWING OF THE
TERM LOANS HEREUNDER.
ARTICLE V
AFFIRMATIVE COVENANTS
Each of Holdings and the Borrower covenants and agrees with each Lender that so
long as this Agreement shall remain in effect and until the Commitments have
been terminated and the principal of and interest on each Loan, all Fees and all
other expenses or amounts payable under any Loan Document shall have been paid
in full and all Letters of Credit have been canceled or have expired and all
amounts drawn thereunder have been reimbursed in full, unless the Required
Lenders shall otherwise consent in writing, each of Holdings and the Borrower
will, and will cause each of the Subsidiaries to:
SECTION 5.01.
EXISTENCE; BUSINESSES AND PROPERTIES.
(A)
DO OR CAUSE TO BE
DONE ALL THINGS NECESSARY TO PRESERVE, RENEW AND KEEP IN FULL FORCE AND EFFECT
ITS LEGAL EXISTENCE, EXCEPT AS OTHERWISE EXPRESSLY PERMITTED UNDER SECTION 6.05.
(B)
EXCEPT AS COULD NOT REASONABLY BE EXPECTED, INDIVIDUALLY OR IN THE
AGGREGATE, TO RESULT IN A MATERIAL ADVERSE EFFECT: (I) DO OR CAUSE TO BE DONE
ALL THINGS NECESSARY TO OBTAIN, PRESERVE, RENEW, EXTEND AND KEEP IN FULL FORCE
AND EFFECT THE RIGHTS, LICENSES, PERMITS, FRANCHISES, AUTHORIZATIONS, PATENTS,
COPYRIGHTS, TRADEMARKS AND TRADE NAMES NECESSARY TO THE CONDUCT OF