ALL REASONABLE EXPENSES FOR WHICH REASONABLY
DETAILED INVOICES HAVE BEEN PRESENTED (INCLUDING THE REASONABLE FEES AND
EXPENSES OF LEGAL COUNSEL), ON OR BEFORE THE EFFECTIVE DATE.
(F)
LIEN SEARCHES.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED THE RESULTS OF
A RECENT LIEN SEARCH IN EACH OF THE JURISDICTIONS WHERE THE LOAN PARTIES ARE
LOCATED, AND SUCH SEARCH SHALL REVEAL NO LIENS ON ANY OF THE ASSETS OF THE LOAN
PARTIES EXCEPT FOR LIENS PERMITTED BY SECTION 6.02 OR DISCHARGED ON OR PRIOR TO
THE EFFECTIVE DATE PURSUANT TO A PAY-OFF LETTER OR OTHER DOCUMENTATION
SATISFACTORY TO THE ADMINISTRATIVE AGENT.
(G)
PAY-OFF LETTER.
UNLESS THE SAME HAS PREVIOUSLY BEEN TERMINATED, THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED SATISFACTORY PAY-OFF LETTER FOR THE
EXISTING CREDIT AGREEMENT, CONFIRMING THAT ALL LIENS UPON ANY OF THE PROPERTY OF
THE LOAN PARTIES CONSTITUTING COLLATERAL WILL BE TERMINATED CONCURRENTLY WITH
SUCH PAYMENT AND ALL LETTERS OF CREDIT (OTHER THAN THE EXISTING LETTERS OF
CREDIT) ISSUED OR GUARANTEED AS PART OF SUCH EXISTING CREDIT AGREEMENT SHALL
HAVE BEEN CASH
54
COLLATERALIZED OR SUPPORTED BY A LETTER OF CREDIT OR OTHERWISE SATISFIED IN A
MANNER SATISFACTORY TO THE ADMINISTRATIVE AGENT.
(H)
FUNDING ACCOUNT.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A NOTICE
SETTING FORTH THE DEPOSIT ACCOUNT OF THE BORROWER (THE "FUNDING ACCOUNT") TO
WHICH THE ADMINISTRATIVE AGENT IS AUTHORIZED BY THE BORROWER TO TRANSFER THE
PROCEEDS OF ANY BORROWINGS REQUESTED OR AUTHORIZED PURSUANT TO THIS AGREEMENT.
(I)
SOLVENCY.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A SOLVENCY
CERTIFICATE FROM THE CHIEF FINANCIAL OFFICER OF THE BORROWER IN FORM AND
SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT.
(J)
BORROWING BASE CERTIFICATE.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A
BORROWING BASE CERTIFICATE WHICH CALCULATES THE BORROWING BASE AS OF THE END OF
THE CALENDAR QUARTER IMMEDIATELY PRECEDING THE EFFECTIVE DATE.
(K)
CLOSING AVAILABILITY.
AFTER GIVING EFFECT TO ALL BORROWINGS TO BE MADE ON
THE EFFECTIVE DATE AND THE ISSUANCE OF ANY LETTERS OF CREDIT ON THE EFFECTIVE
DATE AND PAYMENT OF ALL FEES AND EXPENSES DUE HEREUNDER, AND WITH ALL OF THE
LOAN PARTIES' INDEBTEDNESS, LIABILITIES, AND OBLIGATIONS CURRENT, AVAILABILITY
SHALL NOT BE LESS THAN $25,000,000.
(L)
PLEDGED STOCK; STOCK POWERS; PLEDGED NOTES.
THE ADMINISTRATIVE AGENT SHALL
HAVE RECEIVED (I) THE CERTIFICATES REPRESENTING THE SHARES OF EQUITY INTERESTS
PLEDGED PURSUANT TO THE SECURITY AGREEMENT, TOGETHER WITH AN UNDATED STOCK POWER
FOR EACH SUCH CERTIFICATE EXECUTED IN BLANK BY A DULY AUTHORIZED OFFICER OF THE
PLEDGOR THEREOF AND (II) EACH PROMISSORY NOTE (IF ANY) PLEDGED TO THE
ADMINISTRATIVE AGENT PURSUANT TO THE SECURITY AGREEMENT ENDORSED (WITHOUT
RECOURSE) IN BLANK (OR ACCOMPANIED BY AN EXECUTED TRANSFER FORM IN BLANK) BY THE
PLEDGOR THEREOF.
(M)
FILINGS, REGISTRATIONS AND RECORDINGS.
EACH DOCUMENT (INCLUDING ANY UCC
FINANCING STATEMENT) REQUIRED BY THE COLLATERAL DOCUMENTS OR UNDER LAW OR
REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT TO BE FILED, REGISTERED OR
RECORDED IN ORDER TO CREATE IN FAVOR OF THE ADMINISTRATIVE AGENT, FOR THE
BENEFIT OF THE SECURED PARTIES, A PERFECTED LIEN ON THE COLLATERAL DESCRIBED
THEREIN AND BEING PROVIDED ON