PURSUANT TO SECTION 8.06(P) (BUT IN ANY EVENT EXCLUDING
INTERCOMPANY LOANS MADE BY ANY FOREIGN SUBSIDIARY TO HOLDINGS OR ANY DOMESTIC
SUBSIDIARY), (IV) THE INDEBTEDNESS SET FORTH ON SCHEDULE 5.01(M) HERETO AND
(V) CERTAIN OTHER INDEBTEDNESS IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED
$2,000,000 (THE INDEBTEDNESS SET FORTH ON SUCH SCHEDULE 5.01(M), TOGETHER WITH
THE INDEBTEDNESS DESCRIBED IN THIS CLAUSE (V), THE "EXISTING INDEBTEDNESS"),
WITH ALL OF THE EXISTING INDEBTEDNESS SET FORTH ON SCHEDULE 5.01(M) TO BE
REASONABLY SATISFACTORY TO THE JOINT LEAD ARRANGERS AS TO AMOUNT AND MATERIAL
TERMS AND CONDITIONS; PROVIDED THAT HOLDINGS AND ITS SUBSIDIARIES SHALL NOT BE
REQUIRED TO DELIVER AGREEMENTS IN RESPECT OF ANY EXISTING INDEBTEDNESS WHICH
INDIVIDUALLY DOES NOT EXCEED $1,000,000.
(N)
FEES, ETC.
THE BORROWER SHALL HAVE PAID TO
THE JOINT LEAD ARRANGERS AND THE ADMINISTRATIVE AGENT ALL REASONABLE,
DOCUMENTED, OUT-OF-POCKET COSTS, FEES AND EXPENSES (INCLUDING, WITHOUT
LIMITATION, LEGAL FEES AND EXPENSES OF OUTSIDE COUNSEL) AND OTHER COMPENSATION
CONTEMPLATED HEREBY PAYABLE TO THE JOINT LEAD ARRANGERS AND THE ADMINISTRATIVE
AGENT TO THE EXTENT THEN DUE.
All of the Notes, certificates, legal opinions and other documents and papers
referred to in this Section 5.01, unless otherwise specified, shall be delivered
to the Administrative Agent for the account of each of the Lenders and, except
for the Notes, in sufficient counterparts or copies for each of the Lenders.
5.02
CONDITIONS PRECEDENT TO ALL CREDIT EVENTS.
THE OBLIGATION OF EACH LENDER
TO MAKE LOANS (INCLUDING LOANS MADE ON THE RESTATEMENT EFFECTIVE DATE (INCLUDING
THOSE MADE BY WAY OF CONVERSION OF EXISTING TERM LOANS AND EXISTING REVOLVING
LOANS ON SUCH DATE AS CONTEMPLATED IN SECTIONS 1.01(A) AND (B)) AND INCREMENTAL
TERM LOANS MADE ON ANY INCREMENTAL TERM LOAN BORROWING DATE), BUT EXCLUDING ANY
MANDATORY BORROWINGS), AND THE OBLIGATION OF EACH LETTER OF CREDIT ISSUER TO
ISSUE LETTERS OF CREDIT (INCLUDING LETTERS OF CREDIT ISSUED ON THE RESTATEMENT
EFFECTIVE DATE), IS SUBJECT, AT THE TIME OF EACH SUCH CREDIT EVENT, TO THE
SATISFACTION OF THE FOLLOWING CONDITIONS:
(A)
NO DEFAULT; REPRESENTATIONS AND
WARRANTIES.
AT THE TIME OF EACH SUCH CREDIT EVENT AND ALSO AFTER GIVING EFFECT
THERETO (I) THERE SHALL EXIST NO DEFAULT OR EVENT OF DEFAULT AND (II) ALL
REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN AND IN THE OTHER CREDIT
DOCUMENTS SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS WITH THE SAME
EFFECT AS THOUGH SUCH REPRESENTATIONS AND WARRANTIES HAD BEEN MADE ON THE DATE
OF SUCH CREDIT EVENT (IT BEING UNDERSTOOD AND AGREED THAT ANY REPRESENTATION OR
WARRANTY WHICH BY ITS TERMS IS MADE AS OF A SPECIFIED DATE SHALL BE REQUIRED TO
BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ONLY AS OF SUCH SPECIFIED DATE).
(B)
NOTICE OF BORROWING; LETTER OF CREDIT
REQUEST.
(I)
PRIOR TO THE MAKING OF EACH LOAN (OTHER THAN A SWINGLINE LOAN OR
A REVOLVING LOAN MADE PURSUANT TO A MANDATORY BORROWING OR A CONVERSION OF
EXISTING TERM LOANS AND EXISTING REVOLVING LOANS), THE ADMINISTRATIVE AGENT
SHALL HAVE RECEIVED A NOTICE OF BORROWING MEETING THE REQUIREMENTS OF
SECTION 1.03(A).