OFFICER AS TO THE INCUMBENCY AND SPECIMEN SIGNATURE OF THE SECRETARY OR
ASSISTANT SECRETARY EXECUTING THE CERTIFICATE IN THIS CLAUSE (I);
(II)
A LONG FORM CERTIFICATE AS TO THE GOOD
STANDING (IN SUCH JURISDICTIONS WHERE SUCH CERTIFICATES ARE ISSUED AND, IN
JURISDICTIONS WHERE A LONG FORM CERTIFICATE OF GOOD STANDING IS NOT ISSUED, A
SHORT FORM CERTIFICATE OF GOOD STANDING) OF EACH LOAN PARTY AS OF A RECENT DATE,
FROM SUCH SECRETARY OF STATE; AND
(III)
SUCH OTHER DOCUMENTS AS THE LENDERS OR THE
ADMINISTRATIVE AGENT MAY REASONABLY REQUEST.
(C)
OFFICERS' CERTIFICATE.
THE ADMINISTRATIVE
AGENT SHALL HAVE RECEIVED A CERTIFICATE, DATED THE CLOSING DATE AND SIGNED BY
THE CHIEF EXECUTIVE OFFICER AND THE CHIEF FINANCIAL OFFICER OF EACH BORROWER (OR
IN THE CASE OF LENOX, THE CHIEF FINANCIAL OFFICER AND ANOTHER OFFICER),
CONFIRMING COMPLIANCE WITH THE CONDITIONS PRECEDENT SET FORTH IN PARAGRAPHS (F),
(I), (J)
54
and (k) of this Section 4.01, clauses (ii), (iii) and (v) of paragraph (d) of
this Section 4.01 and paragraphs (b), (c), (d) and (e) of Section 4.02.
(D)
FINANCINGS AND OTHER TRANSACTIONS, ETC.
(I)
THE LENDERS SHALL BE SATISFIED WITH THE
FORM AND SUBSTANCE OF THE TRANSACTION DOCUMENTS (INCLUDING FAIRNESS OPINIONS,
EMPLOYMENT AGREEMENTS, INDEMNITY AGREEMENTS AND COMFORT LETTERS, IF ANY, RELATED
TO THE ACQUISITION).
(II)
THE TOTAL DEBT FINANCING REQUIREMENTS FOR
THE TRANSACTION SHALL NOT EXCEED $205.0 MILLION AND THE TRANSACTIONS SHALL HAVE
BEEN CONSUMMATED OR SHALL BE CONSUMMATED SIMULTANEOUSLY ON THE CLOSING DATE, IN
EACH CASE IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH THE TERMS HEREOF AND THE
TERMS OF THE TRANSACTION DOCUMENTS (AND WITHOUT THE WAIVER OR AMENDMENT OF ANY
SUCH TERMS NOT APPROVED BY THE ADMINISTRATIVE AGENT AND BORROWERS SHALL HAVE
DELIVERED COPIES OF EXECUTED ACQUISITION DOCUMENTS, CERTIFIED BY EACH BORROWER'S
CHIEF FINANCIAL OFFICER AS CURRENT).
(III)
BORROWER SHALL HAVE RECEIVED THE PROCEEDS OF
INITIAL EXTENSION OF CREDIT UNDER THE REVOLVING CREDIT AGREEMENT AND THE
REVOLVING CREDIT AGREEMENT SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE
LENDERS AND COPIES OF THE EXECUTED REVOLVING CREDIT DOCUMENTS SHALL HAVE BEEN
DELIVERED TO THE ADMINISTRATIVE AGENT.
(IV)
THE LENDERS SHALL BE SATISFIED WITH THE
CAPITALIZATION, THE TERMS AND CONDITIONS OF ANY EQUITY ARRANGEMENTS AND THE
CORPORATE OR OTHER ORGANIZATIONAL STRUCTURE OF THE COMPANIES (AFTER GIVING
EFFECT TO THE TRANSACTIONS).
(V)
THE REFINANCING SHALL HAVE BEEN CONSUMMATED
IN FULL TO THE SATISFACTION OF THE LENDERS WITH ALL LIENS IN FAVOR OF THE
EXISTING LENDERS BEING UNCONDITIONALLY RELEASED; THE ADMINISTRATIVE AGENT SHALL
HAVE RECEIVED A "PAY-OFF" LETTER WITH RESPECT TO ALL DEBT BEING REFINANCED IN
THE REFINANCING; THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED FROM ANY PERSON
HOLDING ANY LIEN SECURING ANY SUCH DEBT, SUCH UCC TERMINATION STATEMENTS,
MORTGAGE RELEASES, RELEASES OF ASSIGNMENTS OF LEASES AND RENTS AND OTHER
INSTRUMENTS, IN EACH CASE IN PROPER FORM FOR RECORDING, AS THE ADMINISTRATIVE
AGENT SHALL HAVE REASONABLY REQUESTED TO RELEASE AND TERMINATE OF RECORD THE
LIENS SECURING SUCH DEBT.
(E)
FINANCIAL STATEMENTS; PRO FORMA BALANCE
SHEET; PROJECTIONS.
THE LENDERS SHALL HAVE RECEIVED AND SHALL BE REASONABLY