PAID (I) ALL REASONABLE FEES AND EXPENSES (INCLUDING THE REASONABLE
FEES AND EXPENSES OF SHEARMAN & STERLING LLP) INCURRED BY THE ARRANGER AND THE
ADMINISTRATIVE AGENT IN CONNECTION WITH THE PREPARATION, NEGOTIATION AND
EXECUTION OF THIS AMENDMENT (INCLUDING, WITHOUT LIMITATION, IN
9
CONNECTION WITH THE SYNDICATION OF THE TERM A FACILITY) OR OTHERWISE REQUIRED TO
BE PAID IN CONNECTION WITH THIS AMENDMENT AND (II) ALL OTHER FEES AND EXPENSES
REQUIRED TO BE PAID UNDER THE LOAN DOCUMENTS AND REMAINING OUTSTANDING ON OR
PRIOR TO THE DATE OF THIS AMENDMENT (INCLUDING FEES AND EXPENSES OF COUNSEL), IN
EACH CASE, FOR WHICH THE INVOICE FOR SUCH FEES AND EXPENSES SHALL HAVE BEEN
PRESENTED TO THE BORROWER.
(D)
EVIDENCE OF DEBT.
EACH TERM A LENDER SHALL
HAVE RECEIVED, IF REQUESTED, ONE OR MORE TERM A NOTES PAYABLE TO THE ORDER OF
SUCH LENDER DULY EXECUTED BY THE BORROWER, IN SUBSTANTIALLY THE FORM OF
EXHIBIT A ATTACHED HERETO, EVIDENCING THE TERM A LOANS OF SUCH TERM A LENDER.
(E)
TERM B LENDERS.
THE BORROWER SHALL HAVE
PAID TO EACH OF THE TERM B LENDERS AN AMOUNT EQUAL TO THE OUTSTANDING AMOUNT OF
THE TERM B LOANS HELD BY SUCH TERM B LENDER, TOGETHER WITH ALL ACCRUED BUT
UNPAID INTEREST TO THE FIRST AMENDMENT EFFECTIVE DATE ON SUCH TERM B LOANS, ANY
AMOUNTS PAYABLE IN CONNECTION SUCH PREPAYMENT UNDER THE LOAN DOCUMENTS AND ANY
OTHER UNPAID AMOUNTS DUE AND OWING TO EACH SUCH TERM B LENDER UNDER THE LOAN
DOCUMENTS.
(F)
RESOLUTIONS.
THE ADMINISTRATIVE AGENT
SHALL HAVE RECEIVED CERTIFIED COPIES OF (I) THE RESOLUTIONS OF THE BOARD OF
DIRECTORS OF (A) THE BORROWER EVIDENCING APPROVAL OF THIS AMENDMENT AND ALL
MATTERS AND TRANSACTIONS CONTEMPLATED HEREBY AND (B) EACH GUARANTOR EVIDENCING
APPROVAL OF THE CONSENT AND THE MATTERS AND TRANSACTIONS CONTEMPLATED HEREBY AND
THEREBY AND (II) ALL DOCUMENTS EVIDENCING OTHER NECESSARY CORPORATE ACTION AND
GOVERNMENTAL AND OTHER MATERIAL THIRD PARTY APPROVALS AND CONSENTS, IF ANY, WITH
RESPECT TO THIS AMENDMENT, THE CONSENT AND THE MATTERS AND TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY.
(G)
CERTIFICATES.
THE ADMINISTRATIVE AGENT
SHALL HAVE RECEIVED A CERTIFICATE OF THE SECRETARY OR AN ASSISTANT SECRETARY (OR
ANOTHER RESPONSIBLE OFFICER) OF THE BORROWER AND EACH OTHER LOAN PARTY
CERTIFYING (I) THE NAMES AND TRUE SIGNATURES OF THE OFFICERS OF THE BORROWER AND
SUCH OTHER LOAN PARTY AUTHORIZED TO SIGN THIS AMENDMENT AND THE CONSENT AND THE
OTHER DOCUMENTS TO BE DELIVERED HEREUNDER AND THEREUNDER, (II) THAT NO
AUTHORIZATION OR APPROVAL OR OTHER ACTION BY, AND NO NOTICE TO OR FILING WITH,
ANY GOVERNMENTAL AUTHORITY OR REGULATORY BODY, OR ANY THIRD PARTY TO ANY
AGREEMENTS AND INSTRUMENTS OF ANY LOAN PARTY, IS REQUIRED FOR THE DUE EXECUTION,
DELIVERY OR PERFORMANCE BY THE LOAN PARTIES OF THIS AMENDMENT AND THE CONSENT,
(III) THE REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 5 OF THIS
AMENDMENT ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS (EXCEPT TO THE EXTENT
THAT SUCH REPRESENTATIONS AND WARRANTIES SPECIFICALLY REFER TO AN EARLIER DATE,
IN WHICH CASE THEY SHALL BE TRUE AND CORRECT