INDIVIDUALLY OR IN
THE AGGREGATE, A MATERIAL ADVERSE EFFECT; AND (C) A CALCULATION AS OF THE LAST
DAY OF THE FISCAL QUARTER OF HOLDINGS MOST RECENTLY ENDED PRIOR TO THE CLOSING
DATE REFLECTING THAT THE CONSOLIDATED LEVERAGE RATIO OF HOLDINGS AND ITS
SUBSIDIARIES (WHICH RATIO SHALL BE CALCULATED REFLECTING THE TRANSACTIONS
CONTEMPLATED HEREBY ON A PRO FORMA BASIS) IS NOT GREATER THAN 3.5:1.0;
(XVI)
PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS OF HOLDINGS AND ITS
SUBSIDIARIES AS OF AS OF THE LAST DAY OF THE FISCAL QUARTER OF HOLDINGS MOST
RECENTLY
48
ENDED PRIOR TO THE CLOSING DATE GIVING EFFECT TO ALL ELEMENTS OF THE
TRANSACTIONS, AND FORECASTS PREPARED BY MANAGEMENT OF THE BORROWERS, EACH IN
FORM SATISFACTORY TO THE LENDERS, OF BALANCE SHEETS, INCOME STATEMENTS AND CASH
FLOW STATEMENTS ON A MONTHLY BASIS FOR THE FIRST YEAR FOLLOWING THE CLOSING DATE
AND ON AN ANNUAL BASIS FOR EACH YEAR THEREAFTER DURING THE TERM OF THIS
AGREEMENT;
(XVII)
THE ANNUAL (OR OTHER AUDITED) FINANCIAL STATEMENTS OF EACH OF
(A) THE BORROWERS AND THEIR RESPECTIVE SUBSIDIARIES AND (B) THE COMPANY AND ITS
SUBSIDIARIES FOR THE FISCAL YEARS ENDED 2004, 2005, AND 2006, AND INTERIM
FINANCIAL STATEMENTS OF EACH OF (A) THE BORROWERS AND THEIR RESPECTIVE
SUBSIDIARIES AND (B) THE COMPANY AND ITS SUBSIDIARIES DATED OF THE END OF THE
MOST RECENT FISCAL QUARTER FOR WHICH FINANCIAL STATEMENTS ARE AVAILABLE;
(XVIII)
EVIDENCE THAT ALL TERM LOANS WILL BE IN FULL COMPLIANCE WITH THE
FEDERAL RESERVE'S MARGIN REGULATIONS;
(XIX)
CERTIFICATES ATTESTING TO THE SOLVENCY OF EACH LOAN PARTY BEFORE
AND AFTER GIVING EFFECT TO THE TRANSACTION, FROM EACH BORROWER'S CHIEF FINANCIAL
OFFICER;
(XX)
THE LENDERS SHALL BE SATISFIED WITH THE AMOUNT, TERMS, CONDITIONS
AND HOLDERS OF ALL INTERCOMPANY INDEBTEDNESS AND ALL MATERIAL INDEBTEDNESS AND
OTHER MATERIAL LIABILITIES OWING TO THIRD PARTIES TO BE OUTSTANDING ON AND AFTER
THE CLOSING DATE;
(XXI)
EVIDENCE THAT ALL INSURANCE REQUIRED TO BE MAINTAINED PURSUANT TO
THE LOAN DOCUMENTS HAS BEEN OBTAINED AND IS IN EFFECT, TOGETHER WITH THE
CERTIFICATES OF INSURANCE, NAMING THE FIRST LIEN ADMINISTRATIVE AGENT, AS
CONTROL AGENT, AS LOSS PAYEE ON ALL CERTIFICATES FOR PROPERTY HAZARD INSURANCE
MAINTAINED WITH RESPECT TO THE ASSETS AND PROPERTIES OF THE LOAN PARTIES THAT
CONSTITUTES COLLATERAL AND NAMING THE ADMINISTRATIVE AGENT AS AN ADDITIONAL
INSURED ON ALL CERTIFICATES FOR LIABILITY INSURANCE;
(XXII)
CERTIFIED COPIES OF EACH OF THE RELATED DOCUMENTS, DULY EXECUTED
BY THE PARTIES THERETO, TOGETHER WITH ALL AGREEMENTS, INSTRUMENTS AND OTHER
DOCUMENTS DELIVERED IN CONNECTION THEREWITH AS THE ADMINISTRATIVE AGENT SHALL
REQUEST;
(XXIII)
CERTIFIED COPIES OF A CERTIFICATE OF MERGER OR OTHER CONFIRMATION
SATISFACTORY TO THE LENDERS OF THE CONSUMMATION OF THE MERGER FROM THE SECRETARY
OF STATE OF THE STATE OF CALIFORNIA;
(XXIV)
A DULY COMPLETED COMPLIANCE CERTIFICATE AS OF THE LAST DAY OF THE
FISCAL QUARTER OF HOLDINGS ENDED MARCH 31, 2007, SIGNED BY CHIEF EXECUTIVE
OFFICER, CHIEF FINANCIAL OFFICER, TREASURER OR CONTROLLER OF HOLDINGS;
(XXV)
EVIDENCE THAT EACH EXISTING CREDIT AGREEMENT HAS BEEN, OR
CONCURRENTLY WITH THE CLOSING DATE IS BEING, TERMINATED AND ALL