AND APPROVALS
SHALL BE IN FULL FORCE AND EFFECT, OR (B) STATING THAT NO SUCH CONSENTS,
LICENSES OR APPROVALS ARE SO REQUIRED;
(X)
(I) NOT LESS THAN 15 DAYS PRIOR TO THE
CLOSING DATE, OR SUCH LESSER PERIOD PRIOR TO THE CLOSING DATE AS MAY BE AGREED
TO BY THE ADMINISTRATIVE AGENT, THE AUDITED FINANCIAL STATEMENTS, (II) UNAUDITED
FINANCIAL STATEMENTS OF THE BUSINESS FOR ANY INTERIM QUARTERLY PERIODS THAT HAVE
ENDED SINCE THE DATE OF THE MOST RECENT OF SUCH AUDITED FINANCIAL STATEMENTS AT
LEAST 45 DAYS PRIOR TO THE CLOSING DATE, AND (III) PRO FORMA FINANCIAL
STATEMENTS AS TO THE PARENT GUARANTOR AND THE BORROWER AND ITS SUBSIDIARIES
GIVING EFFECT TO THE TRANSACTION FOR THE MOST RECENTLY COMPLETED FISCAL YEAR AND
THE PERIOD
33
COMMENCING WITH THE END OF THE MOST RECENTLY COMPLETED FISCAL YEAR AND ENDING
WITH THE MOST RECENTLY COMPLETED QUARTER ENDED AT LEAST 45 DAYS PRIOR TO THE
CLOSING DATE;
(XI)
A CERTIFICATE SIGNED BY A RESPONSIBLE
OFFICER OF THE BORROWER CERTIFYING THAT SINCE MARCH 31, 2008 THERE HAS BEEN NO
MATERIAL ADVERSE EFFECT (AS DEFINED IN THE FORMATION AGREEMENT);
(XII)
A CERTIFICATE ATTESTING TO THE SOLVENCY OF THE
PARENT GUARANTOR AND THE BORROWER, TAKEN AS A WHOLE, AFTER GIVING EFFECT TO THE
TRANSACTION AND THE INCURRENCE OF INDEBTEDNESS RELATED THERETO), FROM A SENIOR
FINANCIAL OFFICER OF THE PARENT GUARANTOR;
(XIII)
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 REASONABLY REQUEST;
(xv)
such other assurances, certificates, documents,
consents or opinions as the Administrative Agent reasonably may require.
Notwithstanding anything to the contrary herein, with respect to any Collateral,
the security interest in which may not be perfected by the filing of a UCC
financing statement, if the perfection of the security interest in such
Collateral may not be accomplished on or prior to the Closing Date without undue
burden or expense after the Borrower's use of commercially reasonable efforts to
do so, then the delivery of documents and instruments for perfection of such
security interest shall not constitute a condition precedent to the Borrowings
on the Closing Date.
To the extent that any such security interest is not so
perfected on or prior to the Closing Date, then the Borrower agrees to deliver
or cause to be delivered such documents and instruments, and take or cause to be
taken such other actions as may be required to perfect such security interests,
on or prior to the date that is 30 days after the Closing Date, or such longer
period as may be reasonably acceptable to the Administrative Agent.
(B)
(I) ALL FEES REQUIRED TO BE PAID TO THE ADMINISTRATIVE AGENT AND THE
JOINT LEADS ON OR BEFORE THE CLOSING DATE SHALL HAVE BEEN PAID AND (II) ALL FEES
REQUIRED TO BE PAID TO THE LENDERS ON OR BEFORE THE CLOSING DATE SHALL HAVE BEEN
PAID.
(C)
THE BORROWER SHALL HAVE PAID ALL