DULY AUTHORIZED
OFFICER OF THE BORROWER, WITH A COUNTERPART FOR EACH LENDER, AND (B) EXECUTED
AND DELIVERED BY A DULY AUTHORIZED OFFICER OF THE ADMINISTRATIVE AGENT AND EACH
LENDER, (II) FOR THE ACCOUNT OF EACH (AS APPLICABLE) LENDER, A REVOLVING CREDIT
NOTE AND/OR TERM NOTE, WITH EACH SUCH NOTE CONFORMING TO THE REQUIREMENTS HEREOF
AND EXECUTED BY A DULY AUTHORIZED OFFICER OF THE BORROWER.
(B)
OTHER LOAN DOCUMENTS.
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED EACH OF THE SECURITY DOCUMENTS AND OTHER LOAN DOCUMENTS DULY EXECUTED
AND DELIVERED BY EACH PARTY THERETO (INCLUDING ANY STOCK CERTIFICATES AND
UNDATED STOCK POWERS OTHER THAN FOR ANY FOREIGN SUBSIDIARY OF A TARGET, WHICH
SHALL BE DELIVERED AS SOON AS PRACTICABLE BUT IN ANY EVENT WITHIN THIRTY (30)
DAYS AFTER THE CLOSING DATE OR SUCH LATER DATE AS THE ADMINISTRATIVE AGENT SHALL
AGREE TO IN WRITING).
ANY DOCUMENT (INCLUDING WITHOUT LIMITATION UCC FINANCING
STATEMENTS) REQUIRED TO BE FILED, REGISTERED OR RECORDED IN ORDER TO CREATE, IN
FAVOR OF THE ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE LENDERS, A PERFECTED,
FIRST PRIORITY LIEN (SUBJECT ONLY TO PERMITTED LIENS), SHALL HAVE BEEN FILED,
REGISTERED OR RECORDED AND/OR PROPERLY PREPARED FOR FILING, REGISTRATION OR
RECORDING IN EACH OFFICE IN EACH JURISDICTION IN WHICH SUCH FILINGS,
REGISTRATION AND RECORDATION ARE REQUIRED TO PERFECT SUCH FIRST PRIORITY
SECURITY INTERESTS CREATED BY THE SECURITY DOCUMENTS, AND THE ADMINISTRATIVE
AGENT SHALL BE SATISFIED THAT ALL SUCH RECORDINGS AND FILINGS HAVE BEEN OR WILL
BE COMPLETED PROMPTLY FOLLOWING THE CLOSING DATE AND THAT ALL NECESSARY FILING,
RECORDING AND OTHER FEES AND ALL TAXES AND EXPENSES RELATED TO SUCH FILINGS,
REGISTRATIONS AND RECORDINGS HAVE BEEN OR WILL BE PAID IN FULL BY THE BORROWER.
51
(C)
LOAN PARTY CERTIFICATES.
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED A CERTIFICATE OF THE SECRETARY OR ASSISTANT SECRETARY OF THE BORROWER
AND THE OTHER LOAN PARTIES CERTIFYING THE RESOLUTIONS OF THE BOARD OF DIRECTORS
OF SUCH PERSON AND TRUE AND CORRECT COPIES OF THE CERTIFICATE OR ARTICLES OF
INCORPORATION, BYLAWS OR OTHER APPLICABLE GOVERNING DOCUMENTS OF SUCH PERSON AND
THE SIGNATURES AND INCUMBENCY OF THE OFFICERS OF SUCH PERSON AUTHORIZED TO SIGN
THE LOAN DOCUMENTS TO WHICH IT IS A PARTY, AND SUCH CERTIFICATES AND ATTACHMENTS
THERETO SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT.
(D)
EXISTING CREDIT ARRANGEMENTS.
THE EXISTING CREDIT AGREEMENT AND
ANY EXISTING CREDIT FACILITIES RELATING TO THE BRASSRING ACQUISITION SHALL HAVE
BEEN TERMINATED, ALL INDEBTEDNESS THEREUNDER SHALL HAVE BEEN PAID IN FULL AND
THE LIENS SECURING ANY SUCH INDEBTEDNESS SHALL HAVE BEEN RELEASED AND PAYOFF
LETTERS SHALL HAVE BEEN DELIVERED TO THE ADMINISTRATIVE AGENT AND BE IN A FORM
ACCEPTABLE TO THE ADMINISTRATIVE AGENT.
(E)
FEES.
EACH OF THE ADMINISTRATIVE AGENT AND THE LEAD ARRANGER
SHALL HAVE RECEIVED ALL FEES TO BE RECEIVED BY IT INDIVIDUALLY OR ON BEHALF OF
THE LENDERS ON THE CLOSING DATE PURSUANT TO THE FEE LETTER.
(F)
LEGAL OPINIONS.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED THE
EXECUTED LEGAL OPINION OF PEPPER HAMILTON, LLP, COUNSEL TO THE