THREATENED BY ANY COMPETENT AUTHORITY THAT WOULD RESTRAIN,
PREVENT OR OTHERWISE IMPOSE MATERIAL ADVERSE CONDITIONS ON THE FINANCING
CONTEMPLATED HEREBY.
(D)
FEES.
THE LENDERS AND THE AGENTS SHALL HAVE RECEIVED ALL FEES REQUIRED
TO BE PAID IN RESPECT OF THIS AGREEMENT, AND ALL EXPENSES FOR WHICH INVOICES
HAVE BEEN PRESENTED (INCLUDING THE REASONABLE FEES AND EXPENSES OF LEGAL
COUNSEL) THAT ARE REQUIRED
65
TO BE PAID OR REIMBURSED PURSUANT TO THIS AGREEMENT, ON OR BEFORE THE EFFECTIVE
DATE.
ALL SUCH AMOUNTS WILL BE PAID WITH PROCEEDS OF LOANS MADE ON THE
EFFECTIVE DATE AND WILL BE REFLECTED IN THE FUNDING INSTRUCTIONS GIVEN BY THE
BORROWER TO THE ADMINISTRATIVE AGENT ON OR BEFORE THE EFFECTIVE DATE.
(E)
CLOSING CERTIFICATES.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
(I) A CERTIFICATE OF EACH LOAN PARTY, DATED THE EFFECTIVE DATE, SUBSTANTIALLY IN
THE FORM OF EXHIBIT C-2, WITH APPROPRIATE INSERTIONS AND ATTACHMENTS AND (II) A
CERTIFICATE OF THE BORROWER, DATED THE EFFECTIVE DATE, CERTIFYING TO THE
SATISFACTION OF THE CONDITIONS PRECEDENT SET FORTH IN SECTION 6.2 SUBSTANTIALLY
IN THE FORM OF EXHIBIT C-1.
(F)
LEGAL OPINIONS.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED THE
FOLLOWING EXECUTED LEGAL OPINIONS:
(I)
THE LEGAL OPINION OF KRAMER LEVIN NAFTALIS & FRANKEL LLP, COUNSEL
TO THE LOAN PARTIES, SUBSTANTIALLY IN THE FORM OF EXHIBIT F-1;
(II)
THE LEGAL OPINION OF IRA H. RAPHAELSON, GENERAL COUNSEL OF
HOLDINGS AND ITS SUBSIDIARIES, SUBSTANTIALLY IN THE FORM OF EXHIBIT F-2; AND
(III)
THE LEGAL OPINION OF LOCAL COUNSEL IN EACH OF CONNECTICUT AND
GEORGIA AND OF SUCH OTHER SPECIAL AND LOCAL COUNSEL AS MAY BE REASONABLY
REQUIRED BY THE ADMINISTRATIVE AGENT, IN EACH CASE IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT.
Each such legal opinion shall cover such other matters incident to the
transactions contemplated by this Agreement as the Administrative Agent may
reasonably require.
(G)
PERFECTION CERTIFICATE. THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A
COMPLETED PERFECTION CERTIFICATE DATED THE EFFECTIVE DATE AND SIGNED BY AN
EXECUTIVE OFFICER OR RESPONSIBLE OFFICER OF HOLDINGS AND THE BORROWER, TOGETHER
WITH ALL ATTACHMENTS CONTEMPLATED THEREBY, INCLUDING THE RESULTS OF A SEARCH OF
THE UNIFORM COMMERCIAL CODE (OR EQUIVALENT) FILINGS MADE WITH RESPECT TO THE
LOAN PARTIES IN THE JURISDICTIONS CONTEMPLATED BY THE PERFECTION CERTIFICATE AND
COPIES OF THE FINANCING STATEMENTS (OR SIMILAR DOCUMENTS) DISCLOSED BY SUCH
SEARCH AND EVIDENCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT THAT THE
LIENS INDICATED BY SUCH FINANCING STATEMENTS (OR SIMILAR DOCUMENTS) ARE
PERMITTED BY SECTION 8.3 OR HAVE BEEN RELEASED.
(H)
PLEDGED STOCK; STOCK POWERS; PLEDGED NOTES.
THE ADMINISTRATIVE AGENT
SHALL HAVE RECEIVED (I) THE CERTIFICATES REPRESENTING THE SHARES OF CAPITAL
STOCK PLEDGED PURSUANT TO THE GUARANTEE AND COLLATERAL AGREEMENT, TOGETHER WITH
AN UNDATED STOCK POWER FOR EACH SUCH CERTIFICATE EXECUTED IN BLANK BY A DULY
AUTHORIZED OFFICER OF THE PLEDGOR THEREOF AND (II) EACH PROMISSORY NOTE (IF ANY)
PLEDGED TO THE ADMINISTRATIVE AGENT PURSUANT TO THE GUARANTEE AND COLLATERAL
AGREEMENT ENDORSED (WITHOUT RECOURSE) IN BLANK (OR ACCOMPANIED BY AN EXECUTED
TRANSFER FORM IN BLANK) BY THE