(30) DAYS AFTER THE CLOSING DATE OR (B) IF THE LIEN HAS NOT
BEEN PAID, OR IF THE APPLICABLE LOAN PARTY IS UNABLE TO ESTABLISH TO THE
SATISFACTION OF THE ADMINISTRATIVE AGENT THAT SUCH JUDGMENT LIEN HAS BEEN PAID
AND IS NO LONG OF FORCE AND EFFECT, THE BORROWERS HAVE DEPOSITED FUNDS WITH AN
ESCROW AGENT REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT IN AN AMOUNT
SUFFICIENT TO PAY IN FULL EACH SUCH JUDGMENT LIEN AND HAVE DELIVERED TO THE
ADMINISTRATIVE AGENT A DEMAND FROM THE CORRESPONDING JUDGMENT CREDITOR FOR EACH
SUCH OUTSTANDING JUDGMENT LIEN; AND (IV) IN CONNECTION WITH ANY AND ALL STATE
AND FEDERAL TAX LIENS SHOWN OF RECORD AS A LIEN AGAINST ANY LOAN PARTY'S
PERSONAL OR REAL PROPERTY, THE BORROWERS SHALL HAVE DELIVERED TO THE
ADMINISTRATIVE AGENT EVIDENCE ACCEPTABLE TO THE ADMINISTRATIVE AGENT THAT EACH
SUCH TAX LIEN HAS BEEN SATISFIED AND THAT THE APPLICABLE LOAN PARTY HAS, OR IS
DILIGENTLY PURSUING, A RELEASE OF LIEN TO BE FILED IN ALL PUBLIC RECORDS, WITH
SUCH RELEASE OF LIEN TO BE SO FILED IN ANY EVENT NO LATER THAN THIRTY (30) DAYS
AFTER THE CLOSING DATE.
(E)
THE LENDERS SHALL HAVE COMPLETED A DUE DILIGENCE INVESTIGATION OF THE
BORROWERS, THE COMPANY AND THEIR RESPECTIVE SUBSIDIARIES IN SCOPE, AND WITH
RESULTS, SATISFACTORY TO THE LENDERS, AND SHALL HAVE BEEN GIVEN SUCH ACCESS TO
THE MANAGEMENT, RECORDS, BOOKS OF ACCOUNT, CONTRACTS AND PROPERTIES OF THE
BORROWERS, THE COMPANY, THEIR RESPECTIVE SUBSIDIARIES AND SHALL HAVE RECEIVED
SUCH FINANCIAL, BUSINESS AND OTHER INFORMATION REGARDING EACH OF THE FOREGOING
PERSONS AND BUSINESSES AS THEY SHALL HAVE REQUESTED, INCLUDING INFORMATION AS TO
POSSIBLE CONTINGENT LIABILITIES, TAX MATTERS, COLLECTIVE BARGAINING AGREEMENTS
AND OTHER ARRANGEMENTS WITH EMPLOYEES, AND NO CHANGES OR DEVELOPMENTS SHALL HAVE
OCCURRED, AND NO NEW OR ADDITIONAL INFORMATION SHALL HAVE BEEN RECEIVED OR
DISCOVERED BY THE ADMINISTRATIVE AGENT OR THE LENDERS REGARDING THE BORROWERS,
THE COMPANY AND THEIR RESPECTIVE SUBSIDIARIES OR THE TRANSACTION AFTER MAY 23,
2007 THAT (A) EITHER INDIVIDUALLY OR IN THE AGGREGATE COULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT OR (B) PURPORTS TO ADVERSELY AFFECT
THE FACILITY OR ANY OTHER ASPECT OF THE TRANSACTION, AND NOTHING SHALL HAVE COME
TO THE ATTENTION OF THE LENDERS DURING THE COURSE OF SUCH DUE DILIGENCE
INVESTIGATION TO LEAD THEM TO BELIEVE (I) THAT THE INFORMATION MEMORANDUM WAS OR
HAS BECOME MISLEADING, INCORRECT OR INCOMPLETE IN ANY MATERIAL RESPECT,
(II) THAT, FOLLOWING THE CONSUMMATION OF THE TRANSACTION, HOLDINGS WOULD NOT
HAVE GOOD AND MARKETABLE TITLE TO ALL MATERIAL ASSETS OF THE COMPANY AND ITS
SUBSIDIARIES REFLECTED IN THE INFORMATION MEMORANDUM OR (III) THAT THE
TRANSACTION WILL HAVE A MATERIAL ADVERSE EFFECT.
(F)
THE LENDERS SHALL BE SATISFIED WITH THE PRO FORMA CAPITAL AND OWNERSHIP
STRUCTURE AND THE SHAREHOLDER ARRANGEMENTS OF THE LOAN PARTIES AND THEIR
AFFILIATES AFTER GIVING EFFECT TO THE TRANSACTIONS, INCLUDING, WITHOUT
LIMITATION,
THE RESPECTIVE CHARTER AND BYLAWS (OR EQUIVALENT
DOCUMENT/AGREEMENT) OF EACH LOAN PARTY AND EACH AGREEMENT OR INSTRUMENT RELATING
THERETO.
(G)
(I)
THE FIRST LIEN LOAN DOCUMENTS