Common use of Conditions Precedent to Amendment Effective Date Clause in Contracts

Conditions Precedent to Amendment Effective Date. The ------------------------------------------------ provisions of Article 1 hereof shall become effective as of October 31, 2001 when this Amendment shall have been executed and delivered by MBIA, each Agent and consented to by each Bank and when the following conditions have been fulfilled to the reasonable satisfaction of the Agents. If such conditions shall not have been satisfied on or prior to November 16, 2001, the provisions of Article 1 shall not be given effect unless otherwise consented to by the Agents and the Majority Banks, but otherwise this Amendment shall remain in full force and effect. (a) There shall exist no Default or Event of Default, and all representations and warranties made by MBIA herein or in any of the Loan Documents shall be true and correct with the same effect as though such representations and warranties had been made at and as of such time. (b) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) a certificate of any two of the President, Vice Chairman, Managing Director, any Vice President or the Treasurer of MBIA to the effect that the conditions set forth in Section 2.1(a) hereof have been satisfied and that no governmental filings, consents and approvals are necessary to be secured by MBIA in order to permit the borrowing under the Credit Agreement, as modified hereby, the grant of the Lien under the Security Agreement and the execution, delivery and performance in accordance with their respective terms of this Amendment and the other Loan Documents and the consummation of the transactions contemplated hereby and thereby, each of which shall be in full force and effect; (ii) copies of the duly adopted resolutions of the Board of Directors of MBIA, or an authorized committee thereof, authorizing the execution, delivery and performance in accordance with their respective terms of this Amendment and the other documents to be executed and delivered by MBIA described herein (collectively, the "Amendment --------- Documents"), accompanied by a certificate of the Secretary or an --------- Assistant Secretary of MBIA stating as to (A) the effect that such resolutions are in full force and effect, (B) the incumbency and signatures of the officers signing the Amendment Documents on behalf of MBIA, and (C) the effect that, from and after October 29, 1999, there has been no amendment, modification or revocation of the articles of incorporation or by-laws of MBIA; (iii) opinions of the General Counsel of MBIA and ▇▇▇▇▇ ▇▇▇▇, MBIA's counsel, each dated October 31, 2001, which are substantially to the effect set forth in the forms attached hereto as, respectively, Exhibits A and B; and (iv) such other documents, instruments, approvals (and, if reasonably requested by the Administrative Agent or the Majority Banks, duplicates or executed copies thereof certified by an appropriate governmental official or an authorized officer of MBIA) or opinions as the Administrative Agent or the Majority Banks may reasonably request. (c) The Administrative Agent shall have received reasonably satisfactory evidence that long-term obligations insured by MBIA are publicly assigned a rating of Aaa by Moody's and AAA by S&P by reason of such insurance. (d) Each Bank which is becoming a party to the Credit Agreement or which is increasing its Commitment shall have received a Note or an additional Note dated as of October 31, 2001, in a principal amount equal to the amount of its Commitment or of the increase in its Commitment, as applicable. (e) The currently effective Fronting Bank Supplements and related Fronting Bank Notes and fee letters shall have been modified in a manner satisfactory to MBIA, the Administrative Agent and each Fronting Bank affected by such modifications. (f) All corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Amendment and the Loan Documents shall be satisfactory in form and substance to the Administrative Agent and its counsel.

Conditions Precedent to Amendment Effective Date. The ------------------------------------------------ provisions of Article 1 hereof shall become effective as of October 31, 2001 2003 when this Amendment shall have been executed and delivered by MBIA, each Agent and consented to by each Bank and when the following conditions have been fulfilled to the reasonable satisfaction of the Agents. If such conditions shall not have been satisfied on or prior to November 16, 2001, the provisions of Article 1 shall not be given effect unless otherwise consented to by the Agents and the Majority Banks, but otherwise this Amendment shall remain in full force and effect. (a) There shall exist no Default or Event of Default, and all representations and warranties made by MBIA herein or in any of the Loan Documents shall be true and correct with the same effect as though such representations and warranties had been made at and as of such time. (b) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) a certificate of any two of the President, Vice Chairman, Managing Director, any Vice President or the Treasurer of MBIA to the effect that the conditions set forth in Section 2.1(a) hereof have been satisfied and that no governmental filings, consents and approvals are necessary to be secured by MBIA in order to permit the borrowing under the Credit Agreement, as modified hereby, the grant of the Lien under the Security Agreement and the execution, delivery and performance in accordance with their respective terms of this Amendment and the other Loan Documents and the consummation of the transactions contemplated hereby and thereby, each of which shall be in full force and effect; (ii) copies of the duly adopted resolutions of the Board of Directors of MBIA, or an authorized committee thereof, authorizing the execution, delivery and performance in accordance with their respective terms of this Amendment and the other documents to be executed and delivered by MBIA described herein (collectively, the "“Amendment --------- Documents"”), accompanied by a certificate of the Secretary or an --------- Assistant Secretary of MBIA stating as to (A) the effect that such resolutions are in full force and effect, (B) the incumbency and signatures of the officers signing the Amendment Documents on behalf of MBIA, and (C) the effect that, from and after October 29December 23, 19992002, there has been no amendment, modification or revocation of the articles of incorporation or by-laws of MBIA; (iii) opinions of the General Counsel or any Assistant General Counsel of MBIA and ▇▇▇▇▇ ▇▇▇▇, MBIA's ’s counsel, each dated October 31, 20012003, which are substantially to the effect set forth in the forms attached hereto as, respectively, Exhibits A and B; and (iv) such other documents, instruments, approvals (and, if reasonably requested by the Administrative Agent or the Majority Banks, duplicates or executed copies thereof certified by an appropriate governmental official or an authorized officer of MBIA) or opinions as the Administrative Agent or the Majority Banks may reasonably request. (c) The Administrative Agent shall have received reasonably satisfactory evidence that long-term obligations insured by MBIA are publicly assigned a rating of Aaa by Moody's ’s and AAA by S&P by reason of such insurance. (d) Each Bank which is becoming a party to the Credit Agreement or which is increasing its Commitment shall have received a Note or an additional Note dated as of October 31, 20012003, in a principal amount equal to the amount of its Commitment or of the increase in its Commitment, as applicable. (e) The currently effective Fronting Bank Supplements and related Fronting Bank Notes and fee letters shall have been modified in a manner satisfactory to MBIA, the Administrative Agent and each Fronting Bank affected by such modifications. (f) All corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Amendment and the Loan Documents shall be satisfactory in form and substance to the Administrative Agent and its counsel.

Conditions Precedent to Amendment Effective Date. The ------------------------------------------------ provisions of Article 1 I hereof shall become effective as of October 3129, 2001 1999 when this Amendment shall have been executed and delivered by MBIA, each Agent and consented to by each Bank and when the following conditions have been fulfilled to the reasonable satisfaction of the Agents. If such conditions shall not have been satisfied on or prior to November 1619, 20011999, the provisions of Article 1 I shall not be given effect unless otherwise consented to by the Agents and the Majority Banks, but otherwise this Amendment shall remain in full force and effect. (a) There shall exist no Default or Event of Default, and all representations and warranties made by MBIA herein or in any of the Loan Documents shall be true and correct with the same effect as though such representations and warranties had been made at and as of such time. (b) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent:: 3 (i) a certificate of any two of the President, Vice Chairman, Managing Director, any Vice President or the Treasurer of MBIA to the effect that the conditions set forth in Section 2.1(a2. 1 (a) hereof have been satisfied and that no governmental filings, consents and approvals are necessary to be secured by MBIA in order to permit the borrowing under the Credit Agreement, as modified hereby, the grant of the Lien under the Security Agreement and the execution, delivery and performance in accordance with their respective terms of this Amendment and the other Loan Documents and the consummation of the transactions contemplated hereby and thereby, each of which shall be in full force and effect; (ii) copies of the duly adopted resolutions of the Board of Directors of MBIA, or an authorized committee thereof, authorizing the execution, delivery and performance in accordance with their respective terms of this Amendment and the other documents to be executed and delivered by MBIA described herein (collectively, the "Amendment --------- Documents"), accompanied by a certificate of the Secretary or an --------- Assistant Secretary of MBIA stating as to (A) the effect that such resolutions are in full force and effect, (B) the incumbency and signatures of the officers signing the Amendment Documents on behalf of MBIA, and (C) the effect that, from and after October 291, 19991998, there has been no amendment, modification or revocation of the articles of incorporation or by-laws of MBIA; (iii) opinions of the General Counsel of MBIA and ▇▇▇▇Kuta▇ ▇▇▇▇, MBIA▇▇IA's counsel, each dated October 3129, 20011999, which are substantially to the effect set forth in the forms attached hereto as, respectively, Exhibits A and B; and (iv) such other documents, instruments, approvals (and, if reasonably requested by the Administrative Agent or the Majority Banks, duplicates or executed copies thereof certified by an appropriate governmental official or an authorized officer of MBIA) or opinions as the Administrative Agent or the Majority Banks may reasonably request. (c) The Administrative Agent shall have received reasonably satisfactory evidence that long-term obligations insured by MBIA are publicly assigned a rating of Aaa by Moody's and AAA by S&P by reason of such insurance. (d) The Bank Fee Letter shall have been modified in a manner satisfactory to MBIA and the Agents and consented to by all of the Banks. (e) Each Bank which is becoming a party to the Credit Agreement or which is increasing its Commitment shall have received a Note or an additional Note dated as of October 3129, 20011999, in a principal amount equal to the amount of its Commitment or of the increase in its Commitment, as applicable. (ef) The Security Agreement shall have been amended as contemplated by Section 1.4 hereof. (g) The currently effective Fronting Bank Supplements and related Fronting Bank Notes and fee letters shall have been modified in a manner satisfactory to MBIA, the Administrative Agent and each Fronting Bank affected by such modifications. (fh) All corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Amendment and the Loan Documents shall be satisfactory in form and substance to the Administrative Agent and its counsel.

Conditions Precedent to Amendment Effective Date. The ------------------------------------------------ provisions amendments and changes set forth in Sections 2 and 3 of Article 1 hereof this Amendment shall become effective as on the date (such date, the “Amendment Effective Date”), when each of October 31, 2001 when this Amendment shall have been executed and delivered by MBIA, each Agent and consented to by each Bank and when the following conditions have been fulfilled to the reasonable satisfaction is satisfied (or waived in accordance with Section 12.02 of the Agents. If such conditions shall not have been satisfied on or prior to November 16, 2001, the provisions of Article 1 shall not be given effect unless otherwise consented to by the Agents and the Majority Banks, but otherwise this Amendment shall remain in full force and effect.Credit Agreement): (a) There shall exist no Default or Event of Default, and all representations and warranties made by MBIA herein or in any of the Loan Documents shall be true and correct with the same effect as though such representations and warranties had been made at and as of such time. (b) 4.1 The Administrative Agent shall have received from each of the followingLenders, the Parent Guarantor, and the Borrower, counterparts (in form and substance satisfactory to such number as may be requested by the Administrative Agent:) of this Amendment signed on behalf of such Person. (i) a certificate of any two of 4.2 The Administrative Agent and the President, Vice Chairman, Managing Director, any Vice President Lenders shall have received all fees and other amounts due and payable on or the Treasurer of MBIA prior to the effect that date hereof, including, to the conditions set forth in Section 2.1(a) hereof have been satisfied and that no governmental filingsextent invoiced, consents and approvals are necessary reimbursement or payment of all documented out-of-pocket expenses required to be secured reimbursed or paid by MBIA in order to permit the borrowing Borrower under the Credit Agreement, . 4.3 No Default shall have occurred and be continuing as modified hereby, the grant of the Lien under date hereof, after giving effect to the Security Agreement and the execution, delivery and performance in accordance with their respective terms of this Amendment and the other Loan Documents and the consummation of the transactions contemplated hereby and thereby, each of which shall be in full force and effect; (ii) copies of the duly adopted resolutions of the Board of Directors of MBIA, or an authorized committee thereof, authorizing the execution, delivery and performance in accordance with their respective terms of this Amendment and the other documents to be executed and delivered by MBIA described herein (collectively, the "Amendment --------- Documents"), accompanied by a certificate of the Secretary or an --------- Assistant Secretary of MBIA stating as to (A) the effect that such resolutions are in full force and effect, (B) the incumbency and signatures of the officers signing the Amendment Documents on behalf of MBIA, and (C) the effect that, from and after October 29, 1999, there has been no amendment, modification or revocation of the articles of incorporation or by-laws of MBIA; (iii) opinions of the General Counsel of MBIA and ▇▇▇▇▇ ▇▇▇▇, MBIA's counsel, each dated October 31, 2001, which are substantially to the effect set forth in the forms attached hereto as, respectively, Exhibits A and B; and (iv) such other documents, instruments, approvals (and, if reasonably requested by the Administrative Agent or the Majority Banks, duplicates or executed copies thereof certified by an appropriate governmental official or an authorized officer of MBIA) or opinions as the Administrative Agent or the Majority Banks may reasonably requestAmendment. (c) 4.4 The Administrative Agent shall have received reasonably satisfactory evidence that long-term obligations insured by MBIA are publicly assigned a rating of Aaa by Moody's duly executed Notes (or any amendment and AAA by S&P by reason of such insurance. (drestatement thereof, as the case may be and if applicable) Each Bank which is becoming a party payable to the Credit Agreement or which is increasing its Commitment shall have received each Lender requesting a Note (or an additional Note dated amendment and restatement thereof, as of October 31, 2001, the case may be and if applicable) in a principal amount equal to the amount of its Commitment or Maximum Credit Amount (as amended hereby) dated as of the increase in its CommitmentTenth Amendment Effective Date. The Administrative Agent is hereby authorized and directed to declare the Amendment Effective Date to have occurred when it has received documents confirming or certifying, as applicable. (e) The currently effective Fronting Bank Supplements and related Fronting Bank Notes and fee letters shall have been modified in a manner satisfactory to MBIA, the satisfaction of the Administrative Agent and each Fronting Bank affected by such modifications. (f) All corporate and legal proceedings and all instruments in connection Agent, compliance with the transactions contemplated by conditions set forth in this Amendment and Section 4 or the Loan Documents waiver of such conditions as permitted in Section 12.02 of the Credit Agreement. Such declaration shall be satisfactory in form final, conclusive and substance binding upon all parties to the Administrative Agent and its counselCredit Agreement for all purposes.

Conditions Precedent to Amendment Effective Date. The ------------------------------------------------ provisions of Article II of this Amendment No. 1 hereof shall not become effective as unless and until all of October 31, 2001 when this Amendment the following conditions precedent shall have been executed and delivered by MBIA, each Agent and consented to by each Bank and when the following conditions have been fulfilled to the reasonable satisfaction of the Agents. If such conditions shall not have been satisfied or waived on or prior to November 16, 2001, before the provisions of Article 1 shall not be given effect unless otherwise consented to by the Agents and the Majority Banks, but otherwise this Amendment shall remain in full force and effect.Effective Date: (a) There The Borrowers shall exist no Default or Event of Defaulthave reimbursed the Agent for any outstanding costs, fees and all expenses reimbursable pursuant to the Loan Documents (including, without limitation, legal fees and expenses relating to this Amendment No. 1). (b) The representations and warranties made by MBIA herein or in any of the Loan Documents Borrowers contained in Article III hereof shall be true and correct with in all material respects at and as of the same effect Amendment Effective Date as though such representations and warranties had been if made at and as of such time. (b) The Administrative Agent shall have received each dates except for representations and warranties made as of the following, in form and substance satisfactory to the Administrative Agent: (i) a certificate of any two of the President, Vice Chairman, Managing Director, any Vice President or the Treasurer of MBIA to the effect that the conditions set forth in Section 2.1(a) hereof have been satisfied and that no governmental filings, consents and approvals are necessary to be secured by MBIA in order to permit the borrowing under the Credit Agreement, as modified hereby, the grant of the Lien under the Security Agreement and the execution, delivery and performance in accordance with their respective terms of this Amendment and the other Loan Documents and the consummation of the transactions contemplated hereby and thereby, each of specific date which shall be true and correct in full force and effect; (ii) copies all material respects as of the duly adopted resolutions of the Board of Directors of MBIA, or an authorized committee thereof, authorizing the execution, delivery and performance in accordance with their respective terms of this Amendment and the other documents to be executed and delivered by MBIA described herein (collectively, the "Amendment --------- Documents"), accompanied by a certificate of the Secretary or an --------- Assistant Secretary of MBIA stating as to (A) the effect that such resolutions are in full force and effect, (B) the incumbency and signatures of the officers signing the Amendment Documents on behalf of MBIA, and (C) the effect that, from and after October 29, 1999, there has been no amendment, modification or revocation of the articles of incorporation or by-laws of MBIA; (iii) opinions of the General Counsel of MBIA and ▇▇▇▇▇ ▇▇▇▇, MBIA's counsel, each dated October 31, 2001, which are substantially to the effect set forth in the forms attached hereto as, respectively, Exhibits A and B; and (iv) such other documents, instruments, approvals (and, if reasonably requested by the Administrative Agent or the Majority Banks, duplicates or executed copies thereof certified by an appropriate governmental official or an authorized officer of MBIA) or opinions as the Administrative Agent or the Majority Banks may reasonably requestspecific date. (c) The Administrative Agent shall have received reasonably satisfactory evidence that long-term obligations insured by MBIA are publicly assigned a rating of Aaa by Moody's and AAA by S&P by reason of such insurance. (d) Each Bank which is becoming a party to the Credit Agreement or which is increasing its Commitment shall have received a Note or an additional Note dated as of October 31, 2001, in a principal amount equal to the amount of its Commitment or of the increase in its Commitment, as applicable. (e) The currently effective Fronting Bank Supplements and related Fronting Bank Notes and fee letters shall have been modified in a manner satisfactory to MBIA, the Administrative Agent and each Fronting Bank affected by such modifications. (f) All corporate and legal other proceedings and all instruments taken or to be taken in connection with the transactions contemplated by this Amendment No. 1 and the Loan Documents all documents incidental thereto, whether or not referred to herein, shall be reasonably satisfactory in form and substance to the Administrative Agent. (d) The Agent shall have received such opinions of counsel to Vitesse as to the Warrants and its counselthe Warrant Shares as may have been requested by the Agent, in form and substance reasonably satisfactory to the Agent. (e) The Lenders shall have received the Payout Amount under and as defined in the Consent Letter. (f) The Sale Closing Date shall have occurred on or before November 20, 2007. For the avoidance of doubt, the provisions of Article II shall not be effective if all of the Obligations (including without limitation, accrued and unpaid cash and PIK interest and the Make-Whole Amount with respect to all of the Loans) have been prepaid in full by 1:00 pm Los Angeles time on the Amendment Effective Date.

Conditions Precedent to Amendment Effective Date. The ------------------------------------------------ provisions of Article 1 hereof shall become effective as of October 3127, 2001 2000 when this Amendment shall have been executed and delivered by MBIA, each Agent and consented to by each Bank and when the following conditions have been fulfilled to the reasonable satisfaction of the Agents. If such conditions shall not have been satisfied on or prior to November 1617, 20012000, the provisions of Article 1 shall not be given effect unless otherwise consented to by the Agents and the Majority Banks, but otherwise this Amendment shall remain in full force and effect. (a) There shall exist no Default or Event of Default, and all representations and warranties made by MBIA herein or in any of the Loan Documents shall be true and correct with the same effect as though such representations and warranties had been made at and as of such time. (b) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) a certificate of any two of the President, Vice Chairman, Managing Director, any Vice President or the Treasurer of MBIA to the effect that the conditions set forth in Section 2.1(a) hereof have been satisfied and that no governmental filings, 4 consents and approvals are necessary to be secured by MBIA in order to permit the borrowing under the Credit Agreement, as modified hereby, the grant of the Lien under the Security Agreement and the execution, delivery and performance in accordance with their respective terms of this Amendment and the other Loan Documents and the consummation of the transactions contemplated hereby and thereby, each of which shall be in full force and effect; (ii) copies of the duly adopted resolutions of the Board of Directors of MBIA, or an authorized committee thereof, authorizing the execution, delivery and performance in accordance with their respective terms of this Amendment and the other documents to be executed and delivered by MBIA described herein (collectively, the "Amendment --------- Documents"), accompanied by a certificate of the Secretary or an --------- Assistant Secretary of MBIA stating as to (A) the effect that such resolutions are in full force and effect, (B) the incumbency and signatures of the officers signing the Amendment Documents on behalf of MBIA, and (C) the effect that, from and after October 29, 1999, there has been no amendment, modification or revocation of the articles of incorporation or by-laws of MBIA; (iii) opinions of the General Counsel of MBIA and ▇▇▇▇Kuta▇ ▇▇▇▇, MBIA▇▇IA's counsel, each dated October 3127, 20012000, which are substantially to the effect set forth in the forms attached hereto as, respectively, Exhibits A and B; and (iv) such other documents, instruments, approvals (and, if reasonably requested by the Administrative Agent or the Majority Banks, duplicates or executed copies thereof certified by an appropriate governmental official or an authorized officer of MBIA) or opinions as the Administrative Agent or the Majority Banks may reasonably request. (c) The Administrative Agent shall have received reasonably satisfactory evidence that long-term obligations insured by MBIA are publicly assigned a rating of Aaa by Moody's and AAA AAA, by S&P by reason of such insurance. (d) Each Bank which is becoming a party to the Credit Agreement or which is increasing its Commitment shall have received a Note or an additional Note dated as of October 3127, 20012000, in a principal amount equal to the amount of its Commitment or of the increase in its Commitment, as applicable. (e) The Security Agreement shall have been amended as contemplated by Section 1.4 hereof. (f) The currently effective Fronting Bank Supplements and related Fronting Bank Notes and fee letters shall have been modified in a manner satisfactory to MBIA, the Administrative Agent and each Fronting Bank affected by such modifications. (fg) All corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Amendment and the Loan Documents shall be satisfactory in form and substance to the Administrative Agent and its counsel.

Conditions Precedent to Amendment Effective Date. The ------------------------------------------------ provisions of Article 1 I hereof shall become effective as of October 317, 2001 1998 when this Amendment shall have been executed and delivered by MBIA, each Agent Rabobank, Credit Suisse First Boston, New York Branch, Deutsche Bank AG, New York Branch, as Documentation Agent, and consented to by each Bank and and, except in the case of the provisions of Section 1.4, when the following conditions have been fulfilled to the reasonable satisfaction of the Agents. If such conditions shall not have been satisfied on or prior to November 16October 13, 20011998, the this provisions of Article 1 (other than Section 1.4 thereof) shall not be given effect unless otherwise consented to by the Agents and the Majority Banks, but otherwise this Amendment shall remain in full force and effect. (a) There shall exist no Default or Event of Default, and all representations and warranties made by MBIA herein or in any of the Loan Documents shall be true and correct with the same effect as though such representations and warranties had been made at and as of such time. (b) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) a certificate of any two of the President, Vice Chairman, Managing Director, any Vice President or the Treasurer of MBIA to the effect that the conditions set forth in Section 2.1(a) hereof have been satisfied and that no governmental filings, consents and approvals are necessary to be secured by MBIA in order to permit the borrowing under the Credit Agreement, as modified hereby, the grant of the Lien under the Security Agreement and the execution, delivery and performance in accordance with their respective terms of this Amendment and the other Loan Documents and the consummation of the transactions contemplated hereby and thereby, each of which shall be in full force and effect; (ii) copies of the duly adopted resolutions of the Board of Directors of MBIA, or an authorized committee thereof, authorizing the execution, delivery and performance in accordance with their respective terms of this Amendment and the other documents to be executed and delivered by MBIA described herein (collectively, the "Amendment --------- Documents"), accompanied by a certificate of the Secretary or an --------- Assistant Secretary of MBIA stating as to (A) the effect that such resolutions are in full force and effect, (B) the incumbency and signatures of the officers signing the Amendment Documents on behalf of MBIA, and (C) the effect that, from and after October 297, 19991997, there has been no amendment, modification or revocation of the articles of incorporation or by-laws of MBIA; (iii) opinions of the General Counsel of MBIA and ▇▇▇▇▇ ▇▇▇▇Kutak Rock, MBIA's counsel, each dated October 317, 20011998, which are substantially whic▇ ▇▇▇ ▇▇▇▇tantially to the effect set forth in the forms attached hereto as, respectively, Exhibits A and B; and (iv) such other documents, instruments, approvals (and, if reasonably requested by the Administrative Agent or the Majority Banks, duplicates or executed copies thereof certified by an appropriate governmental official or an authorized officer of MBIA) or opinions as the Administrative Agent or the Majority Banks may reasonably request. (c) The Administrative Agent shall have received reasonably satisfactory evidence that long-term obligations insured by MBIA are publicly assigned a rating of Aaa Aaa, by Moody's and AAA by S&P by reason of such insurance. (d) The Bank Fee Letter shall have been modified in a manner satisfactory to MBIA and the Agents and consented to by all of the Banks. (e) MBIA shall have entered into a replacement Agent Fee Letter with Rabobank, as Administrative Agent, in form and substance satisfactory to Rabobank. (f) Each Bank which is becoming a party to the Credit Agreement or which is increasing its Commitment shall have received a Note or an additional Note dated as of October 317, 20011998, in a principal amount equal to the amount of its Commitment or of the increase in its Commitment, as applicable. (eg) The currently effective Fronting Bank Supplements and related Fronting Bank Notes Notes, and fee letters shall have been modified in a manner satisfactory to MBIA, the Administrative Agent and each Fronting Bank affected by such modifications. (fh) Credit Suisse First Boston, New York Branch, as resigning Collateral Agent, shall have executed and delivered to Rabobank, as Collateral Agent, assignments of each effective financing statement with respect to the Security Agreement. (i) Termination letters shall be executed by each of the Banks terminating its Commitment. (j) All corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Amendment and the Loan Documents shall be satisfactory in form and substance to the Administrative Agent and its counsel.