ACCOUNTS AS TO WHICH THE ADMINISTRATIVE
AGENT'S LIEN THEREON, ON BEHALF OF ITSELF AND LENDERS, IS NOT A FIRST PRIORITY
PERFECTED LIEN IN AN AMOUNT EQUAL TO THE AMOUNT SECURED BY ANY PRIMING LIEN ON
SUCH ACCOUNTS PLUS ALL ACCRUED INTEREST, PENALTIES AND OTHER AMOUNTS DUE IN
CONNECTION WITH SUCH AMOUNT AND (C) ACCOUNTS AND ACCOUNT DEBTORS THAT ARE
OTHERWISE UNACCEPTABLE TO THE ADMINISTRATIVE AGENT IN ITS REASONABLE CREDIT
JUDGMENT.
IN ADDITION, THE ADMINISTRATIVE AGENT RESERVES THE RIGHT, AT ANY TIME
AND FROM TIME TO TIME AFTER THE CLOSING DATE, TO ADJUST STANDARDS OF ELIGIBILITY
AND TO ADJUST ADVANCE RATES WITH RESPECT TO ELIGIBLE ACCOUNTS, IN ITS REASONABLE
CREDIT JUDGMENT, SUBJECT TO THE APPROVAL OF REQUIRED REVOLVING LENDERS IN THE
CASE OF ADJUSTMENTS OR CHANGES IN ADVANCE RATES WHICH HAVE THE EFFECT OF MAKING
MORE CREDIT AVAILABLE.
ARTICLE 3
CONDITIONS TO LOANS AND LETTERS OF CREDIT
SECTION 3.1
CONDITIONS PRECEDENT TO INITIAL LOANS AND LETTERS OF
CREDIT.
THE OBLIGATION OF EACH LENDER TO MAKE ANY LOAN ON THE CLOSING DATE AND
THE OBLIGATION OF EACH L/C ISSUER TO ISSUE ANY LETTER OF CREDIT ON THE CLOSING
DATE IS SUBJECT TO THE SATISFACTION OR DUE WAIVER OF EACH OF THE FOLLOWING
CONDITIONS PRECEDENT:
(A)
CERTAIN DOCUMENTS.
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED ON OR PRIOR TO THE CLOSING DATE EACH OF THE FOLLOWING, EACH DATED THE
CLOSING DATE UNLESS OTHERWISE AGREED BY THE ADMINISTRATIVE AGENT, IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT:
(I)
THIS AGREEMENT DULY EXECUTED BY HOLDINGS AND THE BORROWER
AND, FOR THE ACCOUNT OF EACH LENDER HAVING REQUESTED THE SAME BY NOTICE TO THE
ADMINISTRATIVE AGENT AND THE BORROWER RECEIVED BY EACH AT LEAST 3 BUSINESS DAYS
PRIOR TO THE CLOSING DATE (OR SUCH LATER DATE AS MAY BE AGREED BY THE BORROWER),
NOTES IN EACH APPLICABLE FACILITY CONFORMING TO THE REQUIREMENTS SET FORTH IN
SECTION 2.14(E);
(II)
THE GUARANTY AND SECURITY AGREEMENT, DULY EXECUTED BY
HOLDINGS AND EACH OF ITS SUBSIDIARIES (OTHER THAN EXCLUDED FOREIGN
SUBSIDIARIES), TOGETHER WITH (A) COPIES OF UCC, TAX, JUDGMENT, FIXTURE AND
INTELLECTUAL PROPERTY SEARCH REPORTS AND OF ALL EFFECTIVE PRIOR FILINGS LISTED
THEREIN, TOGETHER WITH EVIDENCE OF THE
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TERMINATION OF SUCH PRIOR FILINGS OTHER THAN WITH RESPECT TO PERMITTED LIENS, IN
EACH CASE AS MAY BE REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT, AND (B)
ALL CERTIFICATES REPRESENTING ALL CERTIFICATED SECURITIES (AS DEFINED IN THE
UCC) BEING PLEDGED PURSUANT TO SUCH GUARANTY AND SECURITY AGREEMENT AND RELATED
UNDATED POWERS OR ENDORSEMENTS DULY EXECUTED IN BLANK (EXCEPT AS PERMITTED TO BE
DELIVERED AFTER THE CLOSING DATE PURSUANT TO SECTION 7.13(C) OR AS THE EXISTING
AGENT HAS AGREED TO DELIVER SUCH CERTIFICATED SECURITIES TO THE ADMINISTRATIVE
AGENT UPON RECEIPT OF PAYMENT PURSUANT TO THE TERMS OF THE PAYOFF LETTER
DESCRIBED IN CLAUSE (C)(III) BELOW);
(III)
DULY EXECUTED CUSTOMARY OPINIONS OF COUNSEL TO THE LOAN
PARTIES, EACH ADDRESSED TO THE ADMINISTRATIVE AGENT, THE L/C ISSUERS AND THE
LENDERS AND ADDRESSING SUCH MATTERS AS ADMINISTRATIVE AGENT MAY REASONABLY
REQUEST;
(IV)
A COPY