AGENT SHALL BE
SATISFIED THAT CONSOLIDATED EBITDA FOR THE TWELVE-MONTH PERIOD MOST RECENTLY
ENDED PRIOR TO THE CLOSING DATE FOR WHICH FINANCIAL STATEMENTS ARE AVAILABLE IS
NOT LESS THAN $54,000,000, AND THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A
CERTIFICATE OF A FINANCIAL OFFICER OF THE COMPANY AS TO THE FOREGOING, TOGETHER
WITH SUPPORTING DOCUMENTATION, ALL IN FORM AND SUBSTANCE SATISFACTORY TO THE
ADMINISTRATIVE AGENT.
(M)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
EVIDENCE IN FORM AND SUBSTANCE SATISFACTORY TO IT THAT ALL OF THE REQUIREMENTS
OF SECTION 6.6 AND THOSE PROVISIONS OF THE SECURITY AGREEMENT RELATING TO THE
MAINTENANCE OF INSURANCE WITH RESPECT TO THE COLLATERAL HAVE BEEN SATISFIED,
INCLUDING RECEIPT OF CERTIFICATES OF INSURANCE EVIDENCING THE INSURANCE
COVERAGES DESCRIBED ON SCHEDULE 5.18 AND ALL OTHER OR ADDITIONAL COVERAGES
REQUIRED UNDER THE SECURITY AGREEMENT AND NAMING THE ADMINISTRATIVE AGENT AS
LOSS PAYEE OR ADDITIONAL INSURED, AS ITS INTERESTS MAY APPEAR.
(N)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
AN ACCOUNT DESIGNATION LETTER, TOGETHER WITH WRITTEN INSTRUCTIONS FROM AN
AUTHORIZED OFFICER OF THE COMPANY, INCLUDING WIRE TRANSFER INFORMATION,
DIRECTING THE PAYMENT OF THE PROCEEDS OF THE INITIAL LOANS TO BE MADE HEREUNDER.
(O)
EACH OF THE ADMINISTRATIVE AGENT AND EACH
LENDER SHALL HAVE RECEIVED SUCH OTHER DOCUMENTS, CERTIFICATES, OPINIONS AND
INSTRUMENTS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY AS IT SHALL
HAVE REASONABLY REQUESTED.
4.2
CONDITIONS OF ALL BORROWINGS.
THE
OBLIGATION OF EACH LENDER TO MAKE ANY LOANS HEREUNDER, INCLUDING THE INITIAL
LOANS AND ANY INCREMENTAL TERM LOANS (BUT EXCLUDING REVOLVING LOANS MADE FOR THE
PURPOSE OF REPAYING REFUNDED SWINGLINE LOANS PURSUANT TO SECTION 2.2(E)), AND
THE OBLIGATION OF THE ISSUING LENDER TO ISSUE ANY LETTERS OF CREDIT HEREUNDER,
IS SUBJECT TO THE SATISFACTION OF THE FOLLOWING CONDITIONS PRECEDENT ON THE
RELEVANT BORROWING DATE OR DATE OF ISSUANCE:
(A)
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED A NOTICE OF BORROWING IN ACCORDANCE WITH SECTION 2.2(B), OR (TOGETHER
WITH THE SWINGLINE LENDER) A NOTICE OF SWINGLINE BORROWING IN ACCORDANCE WITH
SECTION 2.2(D), OR (TOGETHER WITH THE ISSUING LENDER) A LETTER OF CREDIT NOTICE
IN ACCORDANCE WITH SECTION 3.2, AS APPLICABLE;
(B)
EACH OF THE REPRESENTATIONS AND WARRANTIES
CONTAINED IN ARTICLE V AND IN THE OTHER CREDIT DOCUMENTS QUALIFIED AS TO
MATERIALITY SHALL BE TRUE AND CORRECT AND THOSE NOT SO QUALIFIED SHALL BE TRUE
AND CORRECT IN ALL MATERIAL RESPECTS, IN EACH CASE ON AND AS OF SUCH BORROWING
DATE (INCLUDING THE CLOSING DATE, IN THE CASE OF THE INITIAL LOANS MADE
HEREUNDER) OR DATE OF ISSUANCE OF A LETTER OF CREDIT WITH THE SAME EFFECT AS IF
MADE ON AND AS OF SUCH DATE, BOTH IMMEDIATELY BEFORE AND AFTER GIVING EFFECT TO
THE LOANS TO BE MADE OR LETTER OF CREDIT TO BE ISSUED ON SUCH DATE (EXCEPT TO
THE EXTENT ANY SUCH REPRESENTATION OR WARRANTY IS EXPRESSLY STATED TO HAVE BEEN
MADE AS OF A SPECIFIC DATE, IN WHICH CASE SUCH REPRESENTATION OR WARRANTY SHALL
BE TRUE AND CORRECT
75
(IF QUALIFIED AS TO MATERIALITY) OR TRUE AND CORRECT IN ALL MATERIAL