AND IN PARAGRAPHS (A) AND (B) OF
SECTION 4.02.
(E) THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED ALL FEES AND OTHER AMOUNTS DUE
AND PAYABLE ON OR PRIOR TO THE EFFECTIVE DATE, INCLUDING, TO THE EXTENT
INVOICED, PAYMENT OR REIMBURSEMENT OF ALL FEES AND EXPENSES (INCLUDING FEES,
CHARGES AND DISBURSEMENTS OF COUNSEL) REQUIRED TO BE PAID OR REIMBURSED BY ANY
LOAN PARTY UNDER THE COMMITMENT LETTER, THE FEE LETTERS OR ANY LOAN DOCUMENT.
(F) THE GUARANTEE AND COLLATERAL REQUIREMENT SHALL HAVE BEEN SATISFIED (SUBJECT
TO THE PENULTIMATE PARAGRAPH OF THIS SECTION).
(G) THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A COMPLETED PERFECTION
CERTIFICATE, DATED THE EFFECTIVE DATE AND SIGNED BY AN EXECUTIVE OFFICER OR A
FINANCIAL OFFICER OF 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 6.02
OR HAVE BEEN, OR SUBSTANTIALLY CONTEMPORANEOUSLY WITH THE INITIAL FUNDING OF
LOANS ON THE EFFECTIVE DATE WILL BE, RELEASED.
(H) ALL CONSENTS AND APPROVALS REQUIRED TO BE OBTAINED FROM ANY GOVERNMENTAL
AUTHORITY OR OTHER PERSON IN CONNECTION WITH THE TRANSACTIONS SHALL HAVE BEEN
OBTAINED, AND ALL APPLICABLE WAITING PERIODS AND APPEAL PERIODS SHALL HAVE
EXPIRED, IN EACH CASE WITHOUT THE IMPOSITION OF ANY BURDENSOME CONDITIONS.
(I) THE LENDERS SHALL HAVE RECEIVED (I) THE FINANCIAL STATEMENTS REFERRED TO IN
SECTION 3.04 AND (II) ANNUAL FINANCIAL PROJECTIONS FOR THE BORROWER AND ITS
CONSOLIDATED SUBSIDIARIES FOR THE YEARS 2008 THROUGH 2011.
(J) ON THE EFFECTIVE DATE, EITHER (I) THE BORROWER AND THE SUBSIDIARIES SHALL
HAVE NO BANK CREDIT AGREEMENTS OR SIMILAR CREDIT FACILITIES (OTHER THAN
REIMBURSEMENT OBLIGATIONS IN RESPECT OF EACH OF THE LETTERS OF CREDIT IDENTIFIED
ON SCHEDULE 6.01) OR (II) THE PRINCIPAL, PREMIUM, IF ANY, INTEREST, FEES AND
OTHER AMOUNTS DUE OR OUTSTANDING UNDER ALL BANK CREDIT AGREEMENTS OR SIMILAR
CREDIT FACILITIES OF
THE BORROWER AND THE SUBSIDIARIES SHALL HAVE BEEN OR SHALL
BE PAID IN FULL, THE COMMITMENTS THEREUNDER SHALL HAVE BEEN OR SHALL BE
TERMINATED AND ALL GUARANTEES AND LIENS EXISTING IN CONNECTION THEREWITH SHALL
HAVE BEEN OR SHALL BE
62
DISCHARGED AND RELEASED, AND THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
REASONABLY SATISFACTORY EVIDENCE THEREOF.
(K) THE LENDERS SHALL HAVE RECEIVED ALL DOCUMENTATION AND OTHER INFORMATION
REQUIRED BY BANK REGULATORY AUTHORITIES UNDER APPLICABLE "KNOW YOUR CUSTOMER"
AND ANTI-MONEY LAUNDERING RULES AND REGULATIONS, INCLUDING THE USA PATRIOT ACT.
Notwithstanding the foregoing, if the Borrower shall have used commercially
reasonable efforts to procure and deliver, but shall nevertheless be unable to
deliver, any pledge of the Equity Interests of any Foreign Subsidiary (whether
pursuant to the Guarantee and Collateral Agreement or a Foreign Pledge
Agreement) that is required to be delivered in order to satisfy the requirements
of the Guarantee