IN CONNECTION WITH THE RELATED TRANSACTIONS, IN EACH
CASE ADDRESSED TO THE ADMINISTRATIVE AGENT AND LENDERS; AND
(XV)
SUCH OTHER ASSURANCES, CERTIFICATES, DOCUMENTS, CONSENTS OR
OPINIONS AS ADMINISTRATIVE AGENT OR REQUISITE LENDERS REASONABLY MAY REQUIRE.
42
(B)
FEES AND EXPENSES.
ANY FEES AND EXPENSES REQUIRED TO BE PAID BY
BORROWER OR ANY OF ITS SUBSIDIARIES TO ADMINISTRATIVE AGENT, ARRANGER OR ANY
LENDER ON OR BEFORE THE CLOSING DATE PURSUANT TO THE FACILITIES LETTER, THE FEE
LETTER, ANY LOAN DOCUMENT OR OTHERWISE SHALL HAVE BEEN PAID.
(C)
ATTORNEY COSTS.
UNLESS WAIVED BY ADMINISTRATIVE AGENT, BORROWER
SHALL HAVE PAID ALL ATTORNEY COSTS OF ADMINISTRATIVE AGENT TO THE EXTENT
INVOICED PRIOR TO OR ON THE CLOSING DATE, PLUS SUCH ADDITIONAL AMOUNTS OF
ATTORNEY COSTS AS SHALL CONSTITUTE ITS REASONABLE ESTIMATE OF ATTORNEY COSTS
INCURRED OR TO BE INCURRED BY IT THROUGH THE CLOSING PROCEEDINGS (PROVIDED THAT
SUCH ESTIMATE SHALL NOT THEREAFTER PRECLUDE FINAL SETTLING OF ACCOUNTS BETWEEN
BORROWER AND ADMINISTRATIVE AGENT).
(D)
LITIGATION.
ADMINISTRATIVE AGENT AND ITS COUNSEL SHALL HAVE BEEN
PROVIDED SUFFICIENT INFORMATION CONCERNING ANY AND ALL OUTSTANDING LITIGATION
INVOLVING BORROWER OR ITS SUBSIDIARIES AND SHALL BE SATISFIED WITH THE SAME, IN
ITS SOLE AND ABSOLUTE DISCRETION.
(E)
RELATED TRANSACTIONS.
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED:
(I)
EVIDENCE, REASONABLY SATISFACTORY TO ADMINISTRATIVE AGENT, THAT
THE BORROWER HAS COMPLETED, OR CONCURRENTLY WITH THE INITIAL CREDIT EXTENSION
HEREUNDER WILL COMPLETE, THE RELATED TRANSACTIONS IN ACCORDANCE WITH THE TERMS
OF THE MERGER DOCUMENTS (WITHOUT ANY AMENDMENT THERETO OR WAIVER THEREUNDER
UNLESS CONSENTED TO BY ADMINISTRATIVE AGENT).
ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED A COPY OF THE MERGER DOCUMENTS AND ALL INSTRUMENTS, DOCUMENTS AND
AGREEMENTS RELATED THERETO, CERTIFIED IN CERTIFICATE OF A RESPONSIBLE OFFICER OF
BORROWER, DATED THE CLOSING DATE, AS CORRECT AND COMPLETE; AND
(II)
EVIDENCE REASONABLY SATISFACTORY TO IT THAT SINCE DECEMBER 31,
2006, THERE SHALL HAVE BEEN NO MATERIAL ADVERSE CHANGE WITH RESPECT TO BORROWER
AND ITS SUBSIDIARIES OR HAVERSTICK AND ITS SUBSIDIARIES.
(F)
EXISTING INDEBTEDNESS.
ON THE CLOSING DATE, BORROWER AND ITS
SUBSIDIARIES SHALL HAVE (I) REPAID IN FULL ALL EXISTING INDEBTEDNESS,
(II) TERMINATED ANY COMMITMENTS TO LEND OR MAKE OTHER EXTENSIONS OF CREDIT
THEREUNDER, (III) DELIVERED TO ADMINISTRATIVE AGENT ALL DOCUMENTS OR INSTRUMENTS
NECESSARY TO RELEASE ALL LIENS SECURING EXISTING INDEBTEDNESS OR OTHER
OBLIGATIONS OF BORROWER AND ITS SUBSIDIARIES THEREUNDER BEING REPAID ON THE
CLOSING DATE, AND (IV) MADE ARRANGEMENTS SATISFACTORY TO ADMINISTRATIVE AGENT
WITH RESPECT TO THE CANCELLATION OF ANY LETTERS OF CREDIT OUTSTANDING THEREUNDER
OR THE ISSUANCE OF LETTERS OF CREDIT UNDER THE FIRST LIEN CREDIT AGREEMENT TO
SUPPORT THE OBLIGATIONS OF BORROWER AND ITS SUBSIDIARIES WITH RESPECT THERETO.
(G)
AUTHORIZATIONS AND CONSENTS.
EACH CREDIT PARTY SHALL HAVE
OBTAINED ALL GOVERNMENTAL AUTHORIZATIONS AND ALL CONSENTS OF OTHER PERSONS, IN
EACH CASE THAT ARE NECESSARY OR ADVISABLE IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED BY THE LOAN DOCUMENTS AND THE MERGER DOCUMENTS AND EACH OF THE
FOREGOING SHALL BE IN FULL FORCE AND EFFECT AND IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO ADMINISTRATIVE AGENT.
ALL APPLICABLE WAITING PERIODS SHALL HAVE
EXPIRED WITHOUT