PARTY AUTHORIZING THE TRANSACTIONS
CONTEMPLATED HEREUNDER AND THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY, AND (D) EACH
CERTIFICATE REQUIRED TO BE DELIVERED PURSUANT TO SECTION 5.2(B)(III).
(III)
CERTIFICATES OF GOOD STANDING.
CERTIFICATES
AS OF A RECENT DATE OF THE GOOD STANDING OF EACH CREDIT PARTY UNDER THE LAWS OF
ITS JURISDICTION OF ORGANIZATION AND, TO THE EXTENT REASONABLY REQUESTED BY THE
ADMINISTRATIVE AGENT, EACH OTHER JURISDICTION WHERE SUCH CREDIT PARTY IS
QUALIFIED TO DO BUSINESS.
(IV)
OPINIONS OF COUNSEL.
FAVORABLE OPINIONS OF
COUNSEL TO THE CREDIT PARTIES ADDRESSED TO THE ADMINISTRATIVE AGENT AND THE
LENDERS WITH RESPECT TO THE CREDIT PARTIES, THE LOAN DOCUMENTS AND SUCH OTHER
MATTERS AS THE LENDERS SHALL REASONABLY REQUEST.
(V)
TAX FORMS.
COPIES OF THE UNITED STATES
INTERNAL REVENUE SERVICE FORMS REQUIRED BY SECTION 4.11(E).
(C)
CONSENTS; DEFAULTS.
(I)
GOVERNMENTAL AND THIRD PARTY APPROVALS.
THE CREDIT PARTIES SHALL HAVE RECEIVED ALL MATERIAL GOVERNMENTAL, SHAREHOLDER
AND THIRD PARTY CONSENTS AND APPROVALS NECESSARY (OR ANY OTHER MATERIAL CONSENTS
AS DETERMINED IN THE REASONABLE DISCRETION OF THE ADMINISTRATIVE AGENT) IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS AND THE OTHER TRANSACTIONS CONTEMPLATED HEREBY AND ALL APPLICABLE
WAITING PERIODS SHALL HAVE EXPIRED WITHOUT ANY ACTION BEING TAKEN BY ANY PERSON
THAT COULD REASONABLY BE EXPECTED TO RESTRAIN, PREVENT OR IMPOSE ANY MATERIAL
ADVERSE CONDITIONS ON ANY OF THE CREDIT
36
PARTIES OR SUCH OTHER TRANSACTIONS OR THAT COULD SEEK OR THREATEN ANY OF THE
FOREGOING, AND NO LAW OR REGULATION SHALL BE APPLICABLE WHICH IN THE REASONABLE
JUDGMENT OF THE ADMINISTRATIVE AGENT COULD REASONABLY BE EXPECTED TO HAVE SUCH
EFFECT.
(II)
NO INJUNCTION, ETC.
NO ACTION,
PROCEEDING, INVESTIGATION, REGULATION OR LEGISLATION SHALL HAVE BEEN INSTITUTED,
THREATENED OR PROPOSED BEFORE ANY GOVERNMENTAL AUTHORITY TO ENJOIN, RESTRAIN, OR
PROHIBIT, OR TO OBTAIN SUBSTANTIAL DAMAGES IN RESPECT OF, OR WHICH IS RELATED TO
OR ARISES OUT OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR THE CONSUMMATION
OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR WHICH, IN THE
ADMINISTRATIVE AGENT'S REASONABLE DISCRETION, WOULD MAKE IT INADVISABLE TO
CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY.
(D)
FINANCIAL MATTERS.
(I)
FINANCIAL STATEMENTS.
THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED THE AUDITED CONSOLIDATED BALANCE SHEET
OF THE COMPANY AND ITS SUBSIDIARIES AS OF AUGUST 30, 2008 AND THE RELATED
AUDITED STATEMENTS OF INCOME, CHANGES IN SHAREHOLDERS' EQUITY AND CASH FLOWS FOR
THE FISCAL YEAR THEN ENDED.
(II)
PAYMENT AT CLOSING; ENGAGEMENT LETTER. THE
BORROWERS SHALL HAVE PAID TO THE ADMINISTRATIVE AGENT AND THE LENDERS THE FEES
SET FORTH OR REFERENCED IN SECTION 4.3 WHICH ARE DUE AND PAYABLE ON THE CLOSING
DATE AND ANY OTHER ACCRUED AND UNPAID FEES OR COMMISSIONS DUE HEREUNDER
(INCLUDING, WITHOUT LIMITATION, LEGAL FEES AND EXPENSES PAYABLE IN ACCORDANCE
WITH THE TERMS OF THE ENGAGEMENT LETTER) AND TO ANY OTHER PERSON SUCH AMOUNT AS
MAY BE DUE THERETO