SATISFIED WITH ALL
CORPORATE AND OTHER PROCEEDINGS, DOCUMENTS, INSTRUMENTS AND OTHER LEGAL MATTERS
IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS, THE
REVOLVING LOAN DOCUMENTS AND THE RELATED DOCUMENTS (INCLUDING, BUT NOT LIMITED
TO, THOSE RELATING TO CORPORATE AND CAPITAL STRUCTURES OF EACH CREDIT PARTY);
(G)
THE RELATED TRANSACTIONS (OTHER THAN THE
TRANSFER PRICING AGREEMENT) SHALL HAVE CLOSED IN THE MANNER CONTEMPLATED BY THE
RELATED DOCUMENTS, AND AGENT SHALL HAVE RECEIVED CERTIFIED COPIES OF SUCH
RELATED DOCUMENTS;
(H)
AGENT SHALL HAVE RECEIVED ORIGINAL
CERTIFICATES OF ALL SUCH REQUIRED INSURANCE POLICIES, AND CONFIRMATION THAT SUCH
CERTIFICATES ARE IN EFFECT AND THAT THE PREMIUMS THEN DUE AND OWING WITH RESPECT
THERETO HAVE BEEN PAID IN FULL, WHICH CERTIFICATES SHALL NAME THE AGENT, FOR THE
BENEFIT OF THE LENDER PARTIES, AS SOLE BENEFICIARY, LOSS PAYEE OR ADDITIONAL
INSUREDS (EXCEPT IN THE CASE OF ADDITIONAL INSUREDS AS PERMITTED BY
SECTION 6.4(C)), AS APPLICABLE;
(I)
AGENT SHALL HAVE RECEIVED (OR SHALL
RECEIVE SIMULTANEOUSLY WITH THE FUNDING OF THE LOAN) ALL FEES, CHARGES AND
EXPENSES DUE AND PAYABLE TO AGENT AND LENDERS ON OR PRIOR TO THE CLOSING DATE
PURSUANT TO THE LOAN DOCUMENTS;
(J)
ALL IN FORM AND SUBSTANCE SATISFACTORY
TO AGENT IN ITS PERMITTED DISCRETION, AGENT SHALL HAVE RECEIVED SUCH CONSENTS,
APPROVALS AND AGREEMENTS FROM SUCH THIRD PARTIES AS AGENT AND ITS COUNSEL SHALL
DETERMINE IN THEIR PERMITTED DISCRETION ARE NECESSARY OR DESIRABLE WITH RESPECT
TO (I) THE LOAN DOCUMENTS AND/OR THE TRANSACTIONS CONTEMPLATED THEREBY,
(II) CLAIMS AGAINST ANY CREDIT PARTY OR ANY OF THE COLLATERAL, AND/OR
(III) AGREEMENTS, DOCUMENTS OR INSTRUMENTS TO WHICH ANY CREDIT PARTY IS A PARTY
OR BY WHICH ANY OF ITS PROPERTIES OR ASSETS ARE BOUND OR SUBJECT, INCLUDING
WITHOUT LIMITATION LANDLORD WAIVERS AND CONSENTS FOR EACH PROPERTY LEASE;
(K)
AGENT SHALL HAVE COMPLETED ITS DUE
DILIGENCE EXAMINATIONS OF EACH CREDIT PARTY AND THEIR SUBSIDIARIES, INCLUDING,
WITHOUT LIMITATION, (I) EXAMINATION OF THE COLLATERAL AND ITS FINANCIAL DUE
DILIGENCE, (II) AN EXAMINATION OF THE TERMS AND CONDITIONS OF ALL OBLIGATIONS
OWED BY SUCH PERSON DEEMED MATERIAL BY AGENT, THE RESULTS OF WHICH SHALL BE
SATISFACTORY TO AGENT, AND (III) CUSTOMER REFERENCE CHECKS AND CALLS, CREDIT
CHECKS AND BACKGROUND CHECKS WITH RESPECT TO THE RELEVANT KEY MANAGEMENT AND
PRINCIPALS OF EACH CREDIT PARTY AND THEIR SUBSIDIARIES;
(L)
THERE SHALL BE NO EVENT OF DEFAULT UNDER
A MATERIAL CONTRACT AS OF THE CLOSING DATE;
(M)
NO MATERIAL ADVERSE EFFECT SHALL HAVE OCCURRED
SINCE JUNE 30, 2005 AND AGENT SHALL HAVE RECEIVED THE AUDITED FINANCIAL
STATEMENTS OF THE CREDIT PARTIES FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004 AND
THE UNAUDITED FINANCIAL STATEMENTS OF THE CREDIT PARTIES ON A CONSOLIDATED,
CONSOLIDATING AND PRO-FORMA BASIS FOR THE EIGHT (8) MONTH PERIOD ENDING AND AS
OF AUGUST 31, 2005;
(N)
AGENT SHALL HAVE RECEIVED EVIDENCE THAT
CONSOLIDATED EBITDA OF BORROWER (CALCULATED, FOR PURPOSES OF THIS SUBSECTION (N)
WITHOUT REGARD FOR THE AMOUNTS THAT WOULD BE ACCRUED IN CONNECTION WITH TSE
CONTINGENT OBLIGATIONS IF THE CREDIT PARTIES ACCRUED FOR SUCH AMOUNTS) FOR THE