AGENT.
(B)
OTHER LOAN DOCUMENTS.
THE AGENT SHALL HAVE RECEIVED EACH NOTE TO
BE ISSUED ON THE CLOSING DATE, THE PLEDGOR GUARANTEE, THE PLEDGE AGREEMENT, THE
SUBSIDIARY GUARANTEE, THE GUARANTOR SECURITY AGREEMENT, THE FEE LETTER AND EACH
OTHER LOAN DOCUMENT TO BE DELIVERED ON THE CLOSING DATE, IN EACH CASE DATED AS
OF THE CLOSING DATE AND EXECUTED AND DELIVERED BY AN OFFICER OF THE RELEVANT
LOAN PARTY, AS APPLICABLE.
(C)
INCUMBENCY CERTIFICATE.
THE AGENT SHALL HAVE RECEIVED AN
INCUMBENCY CERTIFICATE OF EACH LOAN PARTY, EACH DATED THE CLOSING DATE, EXECUTED
BY AN APPROPRIATE OFFICER THEREOF.
(D)
CORPORATE PROCEEDINGS, ETC.
THE AGENT SHALL HAVE RECEIVED A COPY
OF THE RESOLUTIONS OF THE BOARD OF DIRECTORS, OR SIMILAR GOVERNING BODY, OF EACH
LOAN PARTY AUTHORIZING (I) THE LOAN DOCUMENTS TO WHICH IT IS OR WILL BE A PARTY
AND (II) THE BORROWINGS CONTEMPLATED HEREUNDER, IN EACH CASE CERTIFIED BY AN
APPROPRIATE OFFICER OF SUCH LOAN PARTY AS OF THE CLOSING DATE, WHICH CERTIFICATE
STATES THAT THE RESOLUTIONS THEREBY CERTIFIED HAVE NOT BEEN AMENDED, MODIFIED,
REVOKED OR RESCINDED AND ARE IN FULL FORCE AND EFFECT.
(E)
CERTAIN AGREEMENTS.
THE AGENT SHALL HAVE RECEIVED COPIES OF (I)
THE ORGANIC DOCUMENTS OF EACH LOAN PARTY, CERTIFIED AS OF THE CLOSING DATE AS
COMPLETE AND CORRECT COPIES THEREOF, AND IN FULL FORCE AND EFFECT, BY AN
APPROPRIATE OFFICER OF SUCH LOAN PARTY, (II) THE EMPLOYMENT AGREEMENTS FOR JEFF
ROGERS, INGRID JACKEL AND JOSEPH JAEGER WITH THE BORROWER AND (III) EACH
MANAGEMENT AGREEMENT TO WHICH THE BORROWER OR ANY SUBSIDIARY IS PARTY, IN EACH
CASE CERTIFIED AS OF THE CLOSING DATE AS COMPLETE AND CORRECT COPIES THEREOF,
AND IN FULL FORCE AND EFFECT, BY AN APPROPRIATE OFFICER OF SUCH LOAN PARTY (OR,
WITH RESPECT TO ANY DOCUMENT REFERRED TO IN THIS SECTION 4.1(E) WHICH WAS
DELIVERED IN CONNECTION WITH THE CLOSING OF THE EXISTING CREDIT AGREEMENT AND
REMAINS UNCHANGED, A CERTIFICATE OF SUCH OFFICER TO SUCH EFFECT).
(F)
COSTS.
THE AGENT SHALL HAVE RECEIVED PAYMENT OR EVIDENCE OF
PAYMENT BY THE BORROWER OF ALL COSTS, EXPENSES AND TAXES (INCLUDING, WITHOUT
LIMITATION, THOSE PAYABLE PURSUANT TO SECTION 9.5) ACCRUED AND UNPAID AND
OTHERWISE DUE AND PAYABLE ON OR BEFORE THE CLOSING DATE BY THE BORROWER PURSUANT
TO THIS AGREEMENT.
(G)
FEES.
THE AGENT SHALL HAVE RECEIVED THE FEES TO BE PAID ON THE
CLOSING DATE PURSUANT TO THE FEE LETTER.
41
(H)
LEGAL OPINIONS.
THE AGENT SHALL HAVE RECEIVED, WITH A COUNTERPART
FOR EACH LENDER, THE FOLLOWING EXECUTED LEGAL OPINIONS, EACH DATED AS OF THE
CLOSING DATE:
(A)
THE EXECUTED LEGAL OPINION OF KIRKLAND & ELLIS LLP, COUNSEL TO THE
LOAN PARTIES, IN FORM AND SUBSTANCE SATISFACTORY TO THE AGENT; AND
(B)
SUCH OTHER LEGAL OPINIONS AS THE AGENT MAY REASONABLY REQUEST.
(I)
GOOD STANDING CERTIFICATES.
THE AGENT SHALL HAVE RECEIVED, WITH
RESPECT TO EACH LOAN PARTY, A CERTIFICATE, DATED NO MORE THAN 15 DAYS PRIOR TO
THE CLOSING DATE, OF THE SECRETARY OF STATE (OR OTHER RELEVANT STATE AUTHORITY)
OF THE STATE OF FORMATION OF