TO THE INCUMBENCY AND SPECIMEN SIGNATURE OF
THE SECRETARY OR ASSISTANT SECRETARY EXECUTING THE CERTIFICATE PURSUANT TO
CLAUSE (II) ABOVE.
(D)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
A CERTIFICATE, DATED THE CLOSING DATE AND SIGNED BY A FINANCIAL OFFICER OF THE
COMPANY, CERTIFYING COMPLIANCE WITH THE CONDITIONS PRECEDENT SET FORTH IN
SECTIONS 4.01(B) AND 4.02(I).
(E)
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED ALL FEES AND OTHER AMOUNTS DUE AND PAYABLE ON OR PRIOR TO THE CLOSING
DATE, INCLUDING, TO THE EXTENT INVOICED AT LEAST THREE BUSINESS DAYS PRIOR TO
THE CLOSING DATE, REIMBURSEMENT OR PAYMENT OF ALL REASONABLE OUT-OF-POCKET
EXPENSES REQUIRED TO BE REIMBURSED OR PAID BY MERGER SUB HEREUNDER OR UNDER ANY
OTHER LOAN DOCUMENT.
(F)
THE BORROWER SHALL HAVE DELIVERED OR
CAUSED TO BE DELIVERED TO THE ADMINISTRATIVE AGENT A SOLVENCY CERTIFICATE FROM A
RESPONSIBLE OFFICER OF THE BORROWER SETTING FORTH THE CONCLUSIONS THAT, AFTER
GIVING EFFECT TO THE TRANSACTIONS, THE LOAN PARTIES (ON A CONSOLIDATED BASIS)
ARE SOLVENT.
(G)
THE SECURITY DOCUMENTS SHALL HAVE BEEN DULY
EXECUTED BY EACH LOAN PARTY THAT IS TO BE A PARTY THERETO AND SHALL BE IN FULL
FORCE AND EFFECT.
ALL ACTIONS NECESSARY TO ESTABLISH THAT THE COLLATERAL AGENT
WILL HAVE A PERFECTED FIRST PRIORITY LIEN ON THE COLLATERAL (SUBJECT TO
PERMITTED LIENS, TO THE EXTENT ANY SUCH PERMITTED LIENS WOULD HAVE PRIORITY OVER
THE LIENS IN FAVOR OF THE ADMINISTRATIVE AGENT PURSUANT TO ANY APPLICABLE LAW)
SHALL HAVE BEEN TAKEN; PROVIDED, HOWEVER, THAT WITH RESPECT TO ANY COLLATERAL
THE SECURITY INTEREST IN WHICH MAY NOT BE PERFECTED BY FILING A UCC FINANCING
STATEMENT, IF THE PERFECTION OF THE ADMINISTRATIVE AGENT'S SECURITY INTEREST IN
SUCH
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COLLATERAL MAY NOT BE ACCOMPLISHED ON OR PRIOR TO THE CLOSING DATE WITHOUT UNDUE
BURDEN OR EXPENSE, THEN DELIVERY OF DOCUMENTS AND INSTRUMENTS FOR PERFECTION OF
SUCH SECURITY INTEREST SHALL NOT CONSTITUTE A CONDITION PRECEDENT TO THE INITIAL
FUNDING OF THE LOANS HEREUNDER IF THE BORROWER AGREES TO DELIVER OR CAUSE TO BE
DELIVERED SUCH DOCUMENTS AND INSTRUMENTS, AND TAKE OR CAUSE TO BE TAKEN SUCH
OTHER ACTIONS AS MAY BE REQUIRED TO PERFECT SUCH SECURITY INTERESTS ON TERMS AND
CONDITIONS AS SET FORTH IN SECTION 5.10.
(H)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
THE RESULTS OF (I) SEARCHES OF THE UNIFORM COMMERCIAL CODE FILINGS (OR
EQUIVALENT FILINGS) AND (II) BANKRUPTCY, JUDGMENT AND TAX LIEN SEARCHES, MADE
WITH RESPECT TO THE LOAN PARTIES IN THE STATES (OR OTHER JURISDICTIONS) OF
FORMATION OF SUCH PERSON, TOGETHER WITH (IN THE CASE OF CLAUSE (I)) COPIES OF
THE FINANCING STATEMENTS (OR SIMILAR DOCUMENTS) DISCLOSED BY SUCH SEARCH.
(I)
NO TARGET MATERIAL ADVERSE EFFECT SHALL
HAVE OCCURRED.
(J)
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED A CERTIFICATE AS TO COVERAGE UNDER THE INSURANCE POLICIES REQUIRED BY
SECTION 5.02.
(K)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
A CERTIFIED COPY, CERTIFIED AS TRUE AND CORRECT BY A RESPONSIBLE OFFICER OF THE
MERGER AGREEMENT, DULY EXECUTED BY THE PARTIES THERETO (TOGETHER WITH ALL
EXHIBITS AND SCHEDULES THERETO).
THE MERGER SHALL BE CONSUMMATED