FUNDING OF LOANS ON THE CLOSING DATE SHALL BE, CONSUMMATED IN ACCORDANCE
WITH THE MERGER AGREEMENT AND APPLICABLE LAW.
THE ADMINISTRATIVE AGENT SHALL
HAVE RECEIVED COPIES OF THE MERGER AGREEMENT AND ALL CERTIFICATES AND OTHER
DOCUMENTS DELIVERED THEREUNDER.
THE SENIOR AGENTS SHALL BE REASONABLY SATISFIED
WITH THE MATERIAL TERMS AND CONDITIONS OF THE MERGER.
(L)
ALL PRINCIPAL, INTEREST, FEES AND OTHER AMOUNTS DUE AND OWING UNDER THE
EXISTING CREDIT AGREEMENTS SHALL HAVE BEEN REPAID IN FULL, THE COMMITMENTS
THEREUNDER SHALL HAVE BEEN TERMINATED AND ALL GUARANTEES THEREOF AND LIENS IN
CONNECTION THEREWITH RELEASED AND DISCHARGED (OR ARRANGEMENTS REASONABLY
SATISFACTORY TO THE SENIOR AGENTS SHALL BE IN PLACE FOR SUCH RELEASE AND
DISCHARGE), AND THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED REASONABLY
SATISFACTORY EVIDENCE THEREOF.
(M)
THE LENDERS SHALL HAVE RECEIVED (I) MANAGEMENT'S FINANCIAL PROJECTIONS FOR
SSCE AND THE SUBSIDIARIES FOR A PERIOD OF SIX YEARS FOLLOWING THE CLOSING DATE,
REFLECTING THE TRANSACTIONS AND INCLUDING THE MATERIAL ASSUMPTIONS ON WHICH SUCH
PROJECTIONS WERE BASED, IN EACH CASE IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE SENIOR AGENTS, AND (II) A PRO FORMA CONSOLIDATED BALANCE
SHEET OF SSCE AS OF A RECENT DATE PRIOR TO THE CLOSING DATE, AFTER GIVING EFFECT
TO THE TRANSACTIONS, WHICH, IN EACH CASE, SHALL BE PREPARED IN GOOD FAITH AND
BASED UPON REASONABLE ASSUMPTIONS.
(N)
THE SENIOR AGENTS SHALL BE REASONABLY SATISFIED AS TO THE AMOUNT AND NATURE
OF ANY ENVIRONMENTAL AND EMPLOYEE HEALTH AND SAFETY EXPOSURES TO WHICH SSCC AND
THE SUBSIDIARIES, TAKEN AS A WHOLE, MAY BE SUBJECT, AND THE PLANS OF SSCC AND
THE SUBSIDIARIES WITH RESPECT THERETO, AFTER GIVING EFFECT TO THE TRANSACTIONS.
(O)
ALL MATERIAL CONSENTS OF GOVERNMENTAL AUTHORITIES AND THIRD PARTIES TO THE
TRANSACTIONS TO OCCUR ON THE CLOSING DATE SHALL HAVE BEEN OBTAINED, AND THERE
SHALL NOT BE ANY PENDING OR THREATENED LITIGATION OR GOVERNMENTAL,
ADMINISTRATIVE OR JUDICIAL ACTION THAT COULD REASONABLY BE EXPECTED TO RESTRAIN,
PREVENT OR IMPOSE BURDENSOME CONDITIONS ON THE TRANSACTIONS.
ARTICLE VI
AFFIRMATIVE COVENANTS
Each of SSCC and the Borrowers covenants and agrees with each Lender, each Agent
and each Facing Agent that, so long as this Agreement shall remain in effect,
the LC Exposure shall not equal zero or the principal of or interest on any Loan
or any LC Disbursement, Fees or any other expenses or amounts payable under any
Loan
102
Document shall remain unpaid, unless the Required Lenders shall otherwise
consent in writing, it will, and will cause each of the Subsidiaries to:
SECTION 6.01.
EXISTENCE; BUSINESSES AND PROPERTIES.
(A)
DO OR CAUSE TO BE
DONE ALL THINGS NECESSARY TO PRESERVE, RENEW AND KEEP IN FULL FORCE AND EFFECT
ITS LEGAL EXISTENCE, EXCEPT AS OTHERWISE PERMITTED UNDER SECTION 7.05; PROVIDED,
HOWEVER, THAT ANY FINSUB THAT NO LONGER PURCHASES, OR IS REQUIRED TO PURCHASE,
RECEIVABLES PURSUANT TO ANY RECEIVABLES PROGRAM AND OTHERWISE NO LONGER
PARTICIPATES IN ANY RECEIVABLES PROGRAM MAY BE WOUND UP, LIQUIDATED OR
DISSOLVED.
(B)
EXCEPT WHERE THE FAILURE TO DO SO COULD NOT BE REASONABLY EXPECTED TO HAVE
A MATERIAL