DELETIONS, TOGETHER WITH (X) COPIES OF THE CERTIFICATE OF INCORPORATION, BY-LAWS
OR OTHER ORGANIZATIONAL DOCUMENTS OF EACH PLEDGE PARTY AND (Y) THE RESOLUTIONS
OF EACH PLEDGE PARTY REFERRED TO IN SUCH CERTIFICATE AND ALL OF THE FOREGOING
(INCLUDING EACH SUCH ORGANIZATIONAL DOCUMENT) SHALL BE REASONABLY SATISFACTORY
TO THE ADMINISTRATIVE AGENT AND (Z) A STATEMENT THAT ALL OF THE APPLICABLE
CONDITIONS SET FORTH IN SECTIONS 4.01(E), (F), (G), (K), (L) AND (N) AND 4.02(B)
HAVE BEEN SATISFIED AS OF SUCH DATE.
(II)
ON THE INITIAL BORROWING DATE, ALL COMPANY PROCEEDINGS, ALL LEGAL
PROCEEDINGS AND ALL INSTRUMENTS AND AGREEMENTS IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS SHALL
BE REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE ADMINISTRATIVE AGENT,
AND THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED ALL INFORMATION AND COPIES OF
ALL CERTIFICATES, DOCUMENTS AND PAPERS, INCLUDING GOOD STANDING CERTIFICATES AND
ANY OTHER RECORDS OF COMPANY PROCEEDINGS AND GOVERNMENTAL APPROVALS, IF ANY,
WHICH THE AGENTS MAY HAVE REASONABLY REQUESTED IN CONNECTION THEREWITH, SUCH
DOCUMENTS AND PAPERS, WHERE APPROPRIATE, TO BE CERTIFIED BY PROPER COMPANY OR
GOVERNMENTAL AUTHORITIES.
(D)
PLANS; ETC.
ON OR PRIOR TO THE INITIAL BORROWING DATE, THERE
SHALL HAVE BEEN MADE AVAILABLE TO THE ADMINISTRATIVE AGENT TRUE AND CORRECT
COPIES OF THE FOLLOWING DOCUMENTS, IN EACH CASE AS SAME WILL BE IN EFFECT ON THE
INITIAL BORROWING DATE AFTER THE CONSUMMATION OF THE TRANSACTION:
(I)
ALL PLANS (AND FOR EACH PLAN THAT IS REQUIRED TO FILE AN ANNUAL
REPORT ON INTERNAL REVENUE SERVICE FORM 5500-SERIES, A COPY OF THE MOST RECENT
SUCH REPORT (INCLUDING, TO THE EXTENT REQUIRED, THE RELATED FINANCIAL AND
ACTUARIAL STATEMENTS AND OTHER SUPPORTING STATEMENTS, CERTIFICATIONS, SCHEDULES
AND INFORMATION), AND FOR EACH PLAN THAT IS A "SINGLE-EMPLOYER PLAN," AS DEFINED
IN SECTION 4001(A)(15) OF ERISA, THE MOST RECENTLY PREPARED ACTUARIAL VALUATION
THEREFOR) AND ANY OTHER "EMPLOYEE BENEFIT PLANS," AS DEFINED IN SECTION 3(3) OF
ERISA, AND ANY OTHER MATERIAL AGREEMENTS, PLANS OR ARRANGEMENTS, WITH OR FOR THE
BENEFIT OF CURRENT OR FORMER EMPLOYEES OF THE BORROWER OR ANY OF ITS
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SUBSIDIARIES OR ANY ERISA AFFILIATE (PROVIDED THAT THE FOREGOING SHALL APPLY IN
THE CASE OF ANY MULTIEMPLOYER PLAN, AS DEFINED IN 4001(A)(3) OF ERISA, ONLY TO
THE EXTENT THAT ANY DOCUMENT DESCRIBED HEREIN IS IN THE POSSESSION OF THE
BORROWER OR ANY SUBSIDIARY OF THE BORROWER OR ANY ERISA AFFILIATE OR REASONABLY
AVAILABLE THERETO FROM THE SPONSOR OR TRUSTEE OF ANY SUCH PLAN);
(II)
ANY COLLECTIVE BARGAINING AGREEMENTS OR ANY OTHER SIMILAR
AGREEMENT OR ARRANGEMENTS COVERING THE EMPLOYMENT ARRANGEMENTS OF THE EMPLOYEES
OF THE BORROWER OR ANY OF ITS SUBSIDIARIES;
(III)
ALL AGREEMENTS ENTERED INTO BY THE BORROWER OR ANY SUBSIDIARY
GOVERNING THE TERMS AND RELATIVE RIGHTS OF ITS CAPITAL STOCK OR OTHER EQUITY
INTERESTS;
(IV)
ANY MATERIAL AGREEMENT WITH RESPECT TO THE MANAGEMENT OF THE
BORROWER OR ANY OF ITS SUBSIDIARIES;
(V)
ANY MATERIAL EMPLOYMENT AGREEMENTS ENTERED INTO BY THE BORROWER OR
ANY OF ITS SUBSIDIARIES; AND
(VI)
ANY TAX SHARING, TAX ALLOCATION AND OTHER SIMILAR AGREEMENTS
ENTERED