THIS AGREEMENT SIGNED ON BEHALF OF SUCH
PARTY
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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 GOODWIN PROCTER LLP, COUNSEL FOR THE BORROWERS, SUBSTANTIALLY IN THE
FORM OF EXHIBIT B, COVERING SUCH OTHER MATTERS RELATING TO THE LOAN PARTIES, THE
LOAN DOCUMENTS OR THE TRANSACTIONS AS THE REQUIRED LENDERS SHALL REASONABLY
REQUEST.
THE BORROWERS HEREBY REQUEST SUCH COUNSEL TO DELIVER SUCH OPINIONS.
(C)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED SUCH DOCUMENTS AND
CERTIFICATES AS THE ADMINISTRATIVE AGENT OR ITS COUNSEL MAY REASONABLY REQUEST
RELATING TO THE ORGANIZATION, EXISTENCE AND GOOD STANDING OF EACH LOAN PARTY,
THE AUTHORIZATION OF THE TRANSACTIONS AND ANY OTHER LEGAL MATTERS RELATING TO
THE LOAN PARTIES, THE LOAN DOCUMENTS OR THE TRANSACTIONS, ALL IN FORM AND
SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT AND ITS COUNSEL.
(D)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A CERTIFICATE, DATED THE
EFFECTIVE DATE AND SIGNED BY THE PRESIDENT, A VICE PRESIDENT OR A FINANCIAL
OFFICER OF THE PARENT BORROWER, CONFIRMING COMPLIANCE WITH THE CONDITIONS SET
FORTH IN PARAGRAPHS (A) AND (B) OF SECTION 4.02.
(E)
ALL EXISTING LOANS SHALL HAVE BEEN REPAID IN FULL (OR CONVERTED INTO LOANS
HEREUNDER AS SET FORTH IN SECTION 2.01(B)) AND THE ADMINISTRATIVE AGENT SHALL
HAVE RECEIVED ALL FEES AND OTHER AMOUNTS (I) IN RESPECT OF THE ORIGINAL CREDIT
AGREEMENT (INCLUDING ALL ACCRUED AND UNPAID FEES SET FORTH IN SECTION 2.12 OF
THE ORIGINAL CREDIT AGREEMENT AND ALL AMOUNT DUE UNDER SECTION 2.16 OF THIS
AGREEMENT) AND (II) DUE AND PAYABLE ON OR PRIOR TO THE EFFECTIVE DATE,
INCLUDING, TO THE EXTENT INVOICED, REIMBURSEMENT OR PAYMENT OF ALL REASONABLE
OUT-OF-POCKET EXPENSES (INCLUDING REASONABLE FEES, CHARGES AND DISBURSEMENTS OF
COUNSEL) REQUIRED TO BE REIMBURSED OR PAID BY ANY LOAN PARTY HEREUNDER OR UNDER
ANY OTHER LOAN DOCUMENT.
The Administrative Agent shall notify the Borrowers and the Lenders of the
Effective Date, and such notice shall be conclusive and binding.
SECTION 4.02.
EACH CREDIT EVENT.
THE OBLIGATION OF EACH LENDER TO MAKE A LOAN
ON THE OCCASION OF ANY BORROWING, AND OF THE ISSUING BANK TO ISSUE, AMEND, RENEW
OR EXTEND ANY LETTER OF CREDIT, IS SUBJECT TO RECEIPT OF THE REQUEST THEREFOR IN
ACCORDANCE HEREWITH AND TO THE SATISFACTION OF THE FOLLOWING CONDITIONS:
(A)
THE REPRESENTATIONS AND WARRANTIES OF EACH LOAN PARTY SET FORTH IN THE LOAN
DOCUMENTS SHALL BE TRUE AND CORRECT (I) TO THE EXTENT SUCH REPRESENTATION OR
WARRANTY IS MODIFIED OR QUALIFIED BASED ON THE TERMS "MATERIALLY" OR "MATERIAL"
OR BY REFERENCE TO THE TERM "MATERIAL ADVERSE EFFECT", IN ANY RESPECT AND (II)
TO THE EXTENT SUCH REPRESENTATION OR WARRANTY IS NOT SO MODIFIED OR QUALIFIED,
IN ANY MATERIAL RESPECT, IN EACH
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CASE ON AND AS OF THE DATE OF SUCH