OF ITSELF AND THE
LENDERS) SHALL HAVE RECEIVED ON OR BEFORE THE CLOSING DATE ALL OF THE FOLLOWING:
(I)
THIS AGREEMENT, THE NOTES, THE GUARANTIES, THE CONTRIBUTION
AGREEMENT, AN ACCOUNT DESIGNATION LETTER AND ALL OTHER AGREEMENTS, DOCUMENTS,
INSTRUMENTS, CERTIFICATES, OPINIONS AND CORPORATE RESOLUTIONS DESCRIBED IN THE
LIST OF CLOSING DOCUMENTS, EACH DULY EXECUTED WHERE APPROPRIATE AND IN FORM AND
SUBSTANCE SATISFACTORY TO THE LENDERS AND IN SUFFICIENT COPIES FOR EACH OF THE
LENDERS; AND
(II)
SUCH ADDITIONAL DOCUMENTATION AS THE ADMINISTRATIVE AGENT OR THE
REQUISITE LENDERS MAY REASONABLY REQUEST.
(B)
CONSENTS AND APPROVALS; NO ADVERSE ACTION.
ALL APPROVALS, PERMITS
AND CONSENTS OF ANY GOVERNMENTAL AUTHORITIES OR OTHER PERSONS REQUIRED IN
CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY AND
THEREBY SHALL HAVE BEEN OBTAINED, WITHOUT THE IMPOSITION OF CONDITIONS THAT ARE
NOT REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT, AND ALL RELATED FILINGS,
IF ANY, SHALL HAVE BEEN MADE, AND ALL SUCH APPROVALS, PERMITS, CONSENTS AND
FILINGS SHALL BE IN FULL FORCE AND EFFECT AND THE ADMINISTRATIVE AGENT SHALL
HAVE RECEIVED SUCH COPIES THEREOF AS IT SHALL HAVE REASONABLY REQUESTED; ALL
APPLICABLE WAITING PERIODS SHALL HAVE EXPIRED WITHOUT ANY ADVERSE ACTION BEING
TAKEN OR THREATENED BY ANY GOVERNMENTAL AUTHORITY HAVING JURISDICTION; AND NO
ACTION, PROCEEDING, INVESTIGATION, REGULATION OR LEGISLATION SHALL HAVE BEEN
INSTITUTED, THREATENED OR PROPOSED BEFORE, AND NO ORDER, INJUNCTION OR DECREE
SHALL HAVE BEEN ENTERED BY, ANY COURT OR OTHER GOVERNMENTAL AUTHORITY, IN EACH
CASE TO ENJOIN, RESTRAIN OR PROHIBIT, TO OBTAIN SUBSTANTIAL DAMAGES IN RESPECT
OF, OR TO IMPOSE MATERIALLY ADVERSE CONDITIONS UPON, THIS AGREEMENT, ANY OF THE
OTHER LOAN DOCUMENTS OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY
OR THEREBY, OR THAT, IN THE REASONABLE OPINION OF THE ADMINISTRATIVE AGENT,
COULD BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(C)
SEARCHES.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED CERTIFIED
REPORTS FROM AN INDEPENDENT SEARCH SERVICE SATISFACTORY TO IT LISTING ANY
JUDGMENT OR TAX LIEN FILING OR UNIFORM COMMERCIAL CODE FINANCING STATEMENT THAT
NAMES THE BORROWER OR ANY GUARANTOR AS DEBTOR IN ANY OF SUCH JURISDICTIONS AS
MAY BE SELECTED BY THE ADMINISTRATIVE AGENT, AND THE RESULTS THEREOF SHALL BE
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT.
48
(D)
NO CHANGE IN CONDITION.
SINCE DECEMBER 31, 2002, THERE SHALL NOT
HAVE OCCURRED ANY MATERIAL ADVERSE EFFECT OR ANY EVENT, CONDITION OR STATE OF
FACTS THAT COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
(E)
COMPLIANCE CERTIFICATE.
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED A COMPLIANCE CERTIFICATE, DULY COMPLETED AND SIGNED BY THE BORROWER'S
CHIEF FINANCIAL OFFICER, DEMONSTRATING THE BORROWER'S COMPLIANCE WITH THE
FINANCIAL COVENANTS SET FORTH IN ARTICLE X, DETERMINED ON A PRO FORMA BASIS AS
OF MARCH 31, 2003 AFTER GIVING EFFECT TO THE MAKING OF LOANS HEREUNDER ON THE
CLOSING DATE, IF ANY, AND THE APPLICATION OF THE PROCEEDS THEREOF.
(F)
NO DEFAULT.
NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED
AND BE CONTINUING OR WOULD RESULT FROM THE MAKING