BLANK) BY THE PLEDGOR THEREOF, IN EACH CASE, TO BE
HELD BY THE FIRST LIEN ADMINISTRATIVE AGENT AS BAILEE FOR THE BENEFIT OF THE
SECURED PARTIES (SUBJECT TO THE INTERCREDITOR AGREEMENT).
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(H) FILINGS, REGISTRATIONS AND RECORDINGS.
EACH DOCUMENT (INCLUDING ANY UNIFORM
COMMERCIAL CODE FINANCING STATEMENT) REQUIRED BY THE SECURITY DOCUMENTS OR UNDER
LAW OR REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT AND THE LEAD ARRANGER TO
BE FILED, REGISTERED OR RECORDED IN ORDER TO CREATE IN FAVOR OF THE
ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE LENDERS, A PERFECTED LIEN ON THE
COLLATERAL DESCRIBED THEREIN, PRIOR AND SUPERIOR IN RIGHT TO ANY OTHER PERSON
(OTHER THAN WITH RESPECT TO LIENS EXPRESSLY PERMITTED BY SECTION 8.3), SHALL BE
IN PROPER FORM FOR FILING, REGISTRATION OR RECORDATION.
(I) SOLVENCY CERTIFICATE.
THE ADMINISTRATIVE AGENT AND THE LEAD ARRANGER SHALL
HAVE RECEIVED A SOLVENCY CERTIFICATE FROM THE CHIEF FINANCIAL OFFICER OF THE
BORROWER IN THE FORM OF EXHIBIT M.
(J) INSURANCE.
THE ADMINISTRATIVE AGENT AND THE LEAD ARRANGER SHALL HAVE
RECEIVED INSURANCE CERTIFICATES SATISFYING THE REQUIREMENTS OF SECTION 5.3(B) OF
THE GUARANTEE AND COLLATERAL AGREEMENTS.
(K) FEES.
THE LENDERS AND THE AGENTS SHALL HAVE RECEIVED ALL FEES THAT ARE THEN
REQUIRED TO BE PAID BY THE BORROWER HEREUNDER OR PREVIOUSLY AGREED TO IN WRITING
BY THE BORROWER AND THE AGENTS, AND ALL EXPENSES WHICH ARE REQUIRED TO BE PAID
BY THE BORROWER HEREUNDER FOR WHICH INVOICES HAVE BEEN PRESENTED (INCLUDING THE
REASONABLE FEES AND EXPENSES OF LEGAL COUNSEL), ON OR BEFORE THE INITIAL
BORROWING DATE.
ALL SUCH AMOUNTS WILL BE PAID OUT OF PROCEEDS OF TERM LOANS
MADE ON THE INITIAL BORROWING DATE AND WILL BE REFLECTED IN THE FUNDING
INSTRUCTIONS GIVEN BY THE BORROWER TO THE ADMINISTRATIVE AGENT ON OR BEFORE THE
INITIAL BORROWING DATE.
(L) REQUIRED LIQUIDITY.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A
CERTIFICATE FROM THE CHIEF FINANCIAL OFFICER CERTIFYING THAT THE SUM OF (I) THE
AVAILABLE REVOLVING COMMITMENTS (AS DEFINED IN THE FIRST LIEN CREDIT AGREEMENT)
ON THE INITIAL BORROWING DATE (AFTER GIVING EFFECT TO THE REFINANCING) AND
(II) THE AGGREGATE UNRESTRICTED AND UNENCUMBERED CASH AND CASH EQUIVALENTS OF
THE BORROWER AND ITS SUBSIDIARIES IS NOT LESS THAN THE SUM OF (X) $6,000,000
LESS (Y) ALL FEES AND EXPENSES PAID TO ANY AGENT OR LENDER (OR ANY AGENT OR
LENDER IN CONNECTION WITH THE FIRST LIEN CREDIT AGREEMENT) PRIOR TO THE INITIAL
BORROWING DATE.
6.3.
Additional Conditions to Term Loans.
The agreement of each Lender
to make the Term Loans is subject to the satisfaction of the following
conditions precedent:
(A) REPRESENTATIONS AND WARRANTIES.
EACH OF THE REPRESENTATIONS AND WARRANTIES
MADE BY ANY LOAN PARTY IN OR PURSUANT TO THE LOAN DOCUMENTS SHALL BE TRUE AND
CORRECT IN ALL MATERIAL ASPECTS (EXCEPT THAT SUCH MATERIALITY QUALIFIER SHALL
NOT BE APPLICABLE TO ANY REPRESENTATIONS AND WARRANTIES THAT ARE ALREADY
QUALIFIED OR MODIFIED BY MATERIALITY IN THE TEXT THEREOF) ON AND AS OF SUCH DATE
AS IF MADE ON AND AS OF SUCH DATE, EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND