LIENS SECURING
49
OBLIGATIONS UNDER EACH EXISTING CREDIT AGREEMENT HAVE BEEN, OR CONCURRENTLY WITH
THE CLOSING DATE ARE BEING, RELEASED;
(XXVI)
EVIDENCE THAT HOLDINGS HAS RECEIVED APPROVAL FROM THE AMERICAN
STOCK EXCHANGE FOR THE LISTING OF COMMON SHARES OF HOLDINGS STOCK THEREON IN
CONNECTION WITH THE CONVERSION OF THE PREFERRED EQUITY ISSUED TO SAMUEL S. LEE
AND THE DAVID AND ALEXA TOPPER FAMILY TRUST U/D/T SEPTEMBER 29, 1997;
(XXVII)
A COPY OF EACH DULY-EXECUTED VOTING AGREEMENT DELIVERED IN
CONNECTION WITH THE MERGER AGREEMENT;
(XXVIII)
DULY EXECUTED COUNTERPARTS TO THE INTERCREDITOR AGREEMENT; AND
(XXIX)
SUCH OTHER ASSURANCES, CERTIFICATES, DOCUMENTS, CONSENTS, REPORTS,
AUDITS OR OPINIONS AS THE ADMINISTRATIVE AGENT OR ANY LENDER REASONABLY MAY
REQUIRE.
(B)
(I) ALL FEES REQUIRED TO BE PAID TO THE ADMINISTRATIVE AGENT AND THE
ARRANGER ON OR BEFORE THE CLOSING DATE SHALL HAVE BEEN PAID AND (II) ALL FEES
REQUIRED TO BE PAID TO THE LENDERS ON OR BEFORE THE CLOSING DATE SHALL HAVE BEEN
PAID.
(C)
UNLESS WAIVED BY THE ADMINISTRATIVE AGENT, THE BORROWERS SHALL HAVE PAID
ALL FEES, CHARGES AND DISBURSEMENTS OF COUNSEL TO THE ADMINISTRATIVE AGENT
(DIRECTLY TO SUCH COUNSEL IF REQUESTED BY THE ADMINISTRATIVE AGENT) TO THE
EXTENT INVOICED PRIOR TO OR ON THE CLOSING DATE, PLUS SUCH ADDITIONAL AMOUNTS OF
SUCH FEES, CHARGES AND DISBURSEMENTS AS SHALL CONSTITUTE ITS REASONABLE ESTIMATE
OF SUCH FEES, CHARGES AND DISBURSEMENTS INCURRED OR TO BE INCURRED BY IT THROUGH
THE CLOSING PROCEEDINGS (PROVIDED THAT SUCH ESTIMATE SHALL NOT THEREAFTER
PRECLUDE A FINAL SETTLING OF ACCOUNTS BETWEEN THE BORROWERS AND THE
ADMINISTRATIVE AGENT).
(D)
(I) THE FINAL TERMS AND CONDITIONS OF EACH ASPECT OF THE MERGER,
INCLUDING, WITHOUT LIMITATION, ALL TAX ASPECTS THEREOF, SHALL BE SATISFACTORY TO
THE LENDERS AND THE MERGER SHALL HAVE BEEN CONSUMMATED STRICTLY IN ACCORDANCE
WITH THE TERMS OF THE MERGER AGREEMENT, WITHOUT ANY WAIVER OR AMENDMENT NOT
CONSENTED TO BY THE LENDERS OF ANY TERM, PROVISION OR CONDITION SET FORTH
THEREIN, AND IN COMPLIANCE WITH ALL APPLICABLE REQUIREMENTS OF LAW; (II) THE
LENDERS SHALL BE REASONABLY SATISFIED WITH THE MERGER AGREEMENT (INCLUDING ALL
SCHEDULES AND EXHIBITS THERETO) WHICH SHALL PROVIDE FOR AN AGGREGATE PURCHASE
PRICE NOT IN EXCESS OF $144,000,000 (LESS THE INDEBTEDNESS OF THE COMPANY), AND
ALL OTHER AGREEMENTS, INSTRUMENTS AND DOCUMENTS RELATING TO THE MERGER;
(III) AND THE RELATED DOCUMENTS SHALL NOT HAVE BEEN ALTERED, AMENDED OR
OTHERWISE CHANGED OR SUPPLEMENTED PRIOR TO THE CLOSING DATE OR ANY CONDITION
THEREIN WAIVED WITHOUT THE PRIOR WRITTEN CONSENT OF THE LENDERS; AND (IV) IN
CONNECTION WITH ANY AND ALL JUDGMENT LIENS SHOWN OF RECORD AS A LIEN AGAINST ANY
REAL OR PERSONAL PROPERTY OF ANY LOAN PARTY, THE BORROWERS SHALL HAVE PROVIDED
THE ADMINISTRATIVE AGENT EITHER (A) EVIDENCE REASONABLY ACCEPTABLE TO THE
ADMINISTRATIVE AGENT THAT SUCH JUDGMENT LIEN HAS BEEN SATISFIED AND THAT THE
APPLICABLE LOAN PARTY HAS, OR IS DILIGENTLY PURSUING, A RELEASE OF LIEN TO BE
FILED IN ALL PUBLIC RECORDS, WITH SUCH RELEASE OF LIEN TO BE SO FILED IN ANY
EVENT
50
NO LATER THAN THIRTY