ANY COURT
OR OTHER GOVERNMENTAL AUTHORITY, IN EACH CASE TO ENJOIN, RESTRAIN OR PROHIBIT,
TO OBTAIN SUBSTANTIAL DAMAGES IN RESPECT OF, OR TO IMPOSE MATERIALLY ADVERSE
CONDITIONS UPON, THIS AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS OR THAT
COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(F)
CONCURRENTLY WITH THE MAKING OF THE
INITIAL LOANS HEREUNDER, ALL PRINCIPAL, INTEREST AND OTHER AMOUNTS OUTSTANDING
UNDER THE EXISTING CREDIT AGREEMENT SHALL (EXCEPT TO THE EXTENT HELD BY LENDERS
THEREUNDER WHO ARE CONTINUING AS LENDERS UNDER THIS AGREEMENT) BE REPAID AND
SATISFIED IN FULL, AND THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED EVIDENCE OF
THE FOREGOING SATISFACTORY TO IT.
(G)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
CERTIFIED REPORTS FROM AN INDEPENDENT SEARCH SERVICE SATISFACTORY TO IT LISTING
ANY JUDGMENT OR TAX LIEN FILING OR UNIFORM COMMERCIAL CODE FINANCING STATEMENT
THAT NAMES ANY CREDIT PARTY AS DEBTOR IN ANY OF THE JURISDICTIONS LISTED BENEATH
ITS NAME ON ANNEX B TO THE SECURITY AGREEMENT, AS WELL AS LIEN SEARCH RESULTS
WITH RESPECT TO FOREIGN SUBSIDIARIES IN THEIR JURISDICTION OF ORGANIZATION (TO
THE EXTENT REQUESTED BY THE ADMINISTRATIVE AGENT), AND THE RESULTS THEREOF SHALL
BE SATISFACTORY TO THE ADMINISTRATIVE AGENT.
(H)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
EVIDENCE IN FORM AND SUBSTANCE SATISFACTORY TO IT THAT ALL FILINGS, RECORDINGS,
REGISTRATIONS AND OTHER ACTIONS (INCLUDING, WITHOUT LIMITATION, THE FILING OF
DULY COMPLETED UCC-1 FINANCING STATEMENTS IN EACH JURISDICTION LISTED ON ANNEX A
TO THE SECURITY AGREEMENT) NECESSARY TO PERFECT THE LIENS CREATED BY THE
SECURITY DOCUMENTS SHALL HAVE BEEN COMPLETED, OR ARRANGEMENTS SATISFACTORY TO
THE ADMINISTRATIVE AGENT FOR THE COMPLETION THEREOF SHALL HAVE BEEN MADE.
(I)
SINCE DECEMBER 31, 2004, THERE SHALL NOT
HAVE OCCURRED (I) A MATERIAL ADVERSE EFFECT OR (II) ANY EVENT, CONDITION OR
STATE OF FACTS THAT COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
(J)
THE COMPANY SHALL HAVE PAID (I) TO THE
ARRANGER AND WACHOVIA, THE FEES REQUIRED UNDER THE FEE LETTER TO BE PAID TO THEM
ON THE CLOSING DATE, IN THE AMOUNTS DUE AND PAYABLE ON THE CLOSING DATE AS
REQUIRED BY THE TERMS THEREOF, (II) TO THE ADMINISTRATIVE AGENT, THE INITIAL
PAYMENT OF THE ANNUAL ADMINISTRATIVE FEE DESCRIBED IN THE FEE LETTER, AND
(III) ALL OTHER FEES AND REASONABLE EXPENSES OF THE ARRANGER, THE ADMINISTRATIVE
AGENT AND THE LENDERS REQUIRED HEREUNDER OR UNDER ANY OTHER CREDIT DOCUMENT TO
BE PAID ON OR PRIOR TO THE CLOSING DATE (INCLUDING REASONABLE FEES AND EXPENSES
OF COUNSEL) IN CONNECTION WITH THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS.
(K)
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED (I) COPIES OF THE AUDITED FINANCIAL STATEMENTS REFERRED TO IN
SECTION 5.11(A) AND A FINANCIAL CONDITION CERTIFICATE, (II) THE PROJECTIONS, AND
(III) UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE PARENT AND ITS
74
SUBSIDIARIES AS OF THE LAST DAY OF THE MONTH MOST RECENTLY ENDED PRIOR TO THE
CLOSING DATE FOR WHICH SUCH FINANCIAL STATEMENTS ARE AVAILABLE, ALL OF WHICH
SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT.
(L)
THE ADMINISTRATIVE