RESPECT TO EACH MORTGAGED PROPERTY AS THE ADMINISTRATIVE AGENT
SHALL DETERMINE TO BE NECESSARY OR DESIRABLE IN ORDER TO SECURE THE ADDITIONAL
EXTENSIONS OF CREDIT CONTEMPLATED BY THIS AGREEMENT, AS WELL AS ENDORSEMENTS TO
EXISTING TITLE POLICIES INSURING THE LIEN OF EACH SUCH MORTGAGE AS SO AMENDED
REMAINS A VALID FIRST LIEN ON THE MORTGAGED PROPERTY DESCRIBED THEREIN.
(J)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A REAFFIRMATION AGREEMENT
SUBSTANTIALLY IN THE FORM OF EXHIBIT C HERETO, EXECUTED AND DELIVERED BY EACH
LOAN PARTY.
(K)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED INSURANCE CERTIFICATES
SATISFYING THE REQUIREMENTS OF SECTION 5.3(B) OF THE GUARANTEE AND COLLATERAL
AGREEMENT.
(L)
THE BORROWER SHALL HAVE MADE ARRANGEMENTS SATISFACTORY TO THE
ADMINISTRATIVE AGENT FOR THE PREPAYMENT OF "REVOLVING LOANS" OUTSTANDING UNDER
(AND AS DEFINED IN) THE EXISTING CREDIT AGREEMENT IN AN AGGREGATE PRINCIPAL
AMOUNT EQUAL TO THE LESSER OF (I) THE AGGREGATE OUTSTANDING AMOUNT OF THE
REVOLVING LOANS OR (II) THE PROCEEDS OF THE TRANCHE E TERM LOANS, AND ALL
ACCRUED INTEREST AND OTHER AMOUNTS PAYABLE IN CONNECTION THEREWITH,
SUBSTANTIALLY SIMULTANEOUSLY WITH THE BORROWING OF THE TRANCHE E TERM LOANS ON
THE RESTATEMENT EFFECTIVE DATE.
(M)
EACH LENDER SHALL HAVE RECEIVED ALL DOCUMENTATION AND OTHER INFORMATION
REQUIRED BY BANK REGULATORY AUTHORITIES UNDER APPLICABLE "KNOW-YOUR-CUSTOMER"
AND ANTI-MONEY LAUNDERING RULES AND REGULATIONS, INCLUDING, WITHOUT LIMITATION,
THE UNITED STATES PATRIOT ACT, TO THE EXTENT REASONABLY REQUESTED THROUGH THE
ADMINISTRATIVE AGENT WITHIN A REASONABLE PERIOD OF TIME PRIOR TO THE RESTATEMENT
EFFECTIVE DATE.
The Administrative Agent shall notify the Borrower and the Restatement Lenders
of the Restatement Effective Date, and such notice shall be conclusive and
binding.
Notwithstanding the foregoing, the consummation of the transactions
set forth in Sections 3 and 4 of this Agreement shall not become effective
unless each of the foregoing conditions is satisfied at or prior to 5:00 p.m.,
New York City time, on
6
January 26, 2007 (and, in the event such conditions are not so satisfied or
waived, this Agreement shall terminate at such time).
SECTION 6.
EFFECTIVENESS; COUNTERPARTS; AMENDMENTS.
THIS AGREEMENT SHALL
BECOME EFFECTIVE WHEN COPIES HEREOF WHICH, WHEN TAKEN TOGETHER, BEAR THE
SIGNATURES OF THE BORROWER, THE ADMINISTRATIVE AGENT AND THE RESTATEMENT LENDERS
SHALL HAVE BEEN RECEIVED BY THE ADMINISTRATIVE AGENT.
THIS AGREEMENT MAY NOT BE
AMENDED NOR MAY ANY PROVISION HEREOF BE WAIVED EXCEPT PURSUANT TO A WRITING
SIGNED BY THE BORROWER, THE ADMINISTRATIVE AGENT AND THE RESTATEMENT LENDERS.
THIS AGREEMENT MAY BE EXECUTED IN TWO OR MORE COUNTERPARTS, EACH OF WHICH SHALL
CONSTITUTE AN ORIGINAL BUT ALL OF WHICH WHEN TAKEN TOGETHER SHALL CONSTITUTE A
SINGLE CONTRACT.
DELIVERY OF AN EXECUTED COUNTERPART OF A SIGNATURE PAGE OF
THIS AGREEMENT BY FACSIMILE OR OTHER ELECTRONIC TRANSMISSION SHALL BE EFFECTIVE
AS DELIVERY OF A MANUALLY EXECUTED COUNTERPART OF THIS AGREEMENT.
SECTION 7.
NO NOVATION.
THIS AGREEMENT SHALL NOT EXTINGUISH THE LOANS
OUTSTANDING UNDER THE EXISTING CREDIT AGREEMENT, EXCEPT TO THE EXTENT ACTUALLY
PREPAID AS PROVIDED HEREIN.
THE PROVISIONS OF SECTIONS 4.9, 4.10, 4.11 AND 11.5
OF THE EXISTING CREDIT AGREEMENT WILL CONTINUE