AMENDED AND ARE IN FULL FORCE AND EFFECT, (C) THAT THE CERTIFICATE
OR ARTICLES OF INCORPORATION OR ORGANIZATION OF SUCH PERSON HAVE NOT BEEN
AMENDED SINCE THE DATE OF THE LAST AMENDMENT THERETO SHOWN ON THE CERTIFICATE OF
GOOD STANDING FURNISHED PURSUANT TO CLAUSE (I) ABOVE, AND (D) AS TO THE
INCUMBENCY AND SPECIMEN SIGNATURE OF EACH OFFICER EXECUTING ANY LOAN DOCUMENT OR
ANY OTHER DOCUMENT DELIVERED IN CONNECTION HEREWITH ON BEHALF OF SUCH PERSON;
AND (III) A CERTIFICATE OF ANOTHER OFFICER AS TO THE INCUMBENCY AND SPECIMEN
SIGNATURE OF THE SECRETARY OR ASSISTANT SECRETARY EXECUTING THE CERTIFICATE
PURSUANT TO CLAUSE (II) ABOVE.
(F)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A CERTIFICATE, DATED THE
CLOSING DATE AND SIGNED BY A FINANCIAL OFFICER OF THE BORROWER, CONFIRMING
COMPLIANCE WITH THE CONDITIONS PRECEDENT SET FORTH IN PARAGRAPHS (B) AND (C) OF
THIS ARTICLE IV.
(G)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED ALL FEES AND OTHER AMOUNTS
DUE AND PAYABLE ON OR PRIOR TO THE CLOSING DATE, INCLUDING REIMBURSEMENT OR
PAYMENT OF ALL OUT-OF-POCKET EXPENSES REQUIRED TO BE REIMBURSED OR PAID BY THE
BORROWER HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT.
(H)
THE RESULTS OF THE LENDERS' LEGAL, FINANCIAL, TAX AND ACCOUNTING DUE
DILIGENCE RELATING TO THE PARENT, ITS SUBSIDIARIES, THE ACQUIRED BUSINESS AND
THE TRANSACTIONS SHALL BE SATISFACTORY TO THE LENDERS.
(I)
THE ADMINISTRATIVE AGENT SHALL, HAVE RECEIVED THE RESULTS OF SEARCHES OF
THE UNIFORM COMMERCIAL CODE, UNITED STATES PATENT AND TRADEMARK OFFICE AND
UNITED STATES COPYRIGHT OFFICE, TAX, JUDGMENT, BANKRUPTCY AND PENDING LAWSUIT
FILINGS (OR EQUIVALENT FILINGS) MADE WITH RESPECT TO THE PARENT, THE BORROWER
AND ITS SUBSIDIARIES, TOGETHER WITH COPIES OF THE FINANCING STATEMENTS (OR
SIMILAR DOCUMENTS) DISCLOSED BY SUCH SEARCH, AND ACCOMPANIED BY EVIDENCE
SATISFACTORY TO THE LENDERS THAT THE LIENS INDICATED IN ANY SUCH FINANCING
STATEMENT (OR SIMILAR DOCUMENT) WOULD BE PERMITTED UNDER SECTION 6.02 OR HAVE
BEEN OR WILL BE CONTEMPORANEOUSLY RELEASED OR TERMINATED.
(J)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED EVIDENCE SATISFACTORY TO IT
THAT ALL INSURANCE REQUIRED TO BE MAINTAINED BY SECTION 5.02 IS IN FULL FORCE
AND EFFECT.
40
(K)
THE ACQUISITION SHALL BE CONSUMMATED SUBSTANTIALLY SIMULTANEOUSLY WITH THE
INITIAL FUNDING OF LOANS ON THE CLOSING DATE IN ACCORDANCE WITH AND ON THE TERMS
DESCRIBED IN THE STOCK PURCHASE AGREEMENT, AND NO PROVISION OR CONDITION OF THE
STOCK PURCHASE AGREEMENT
SHALL HAVE BEEN WAIVED, AMENDED, SUPPLEMENTED OR
OTHERWISE MODIFIED IN A MANNER THAT IS ADVERSE IN ANY MATERIAL RESPECT TO THE
INTERESTS OF THE LENDERS WITHOUT THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE
AGENT.
THE ADMINISTRATIVE AGENT AND THE LENDERS SHALL HAVE RECEIVED COPIES OF
THE STOCK PURCHASE AGREEMENT AND ALL CERTIFICATES, OPINIONS AND OTHER DOCUMENTS
DELIVERED THEREUNDER, CERTIFIED BY A FINANCIAL OFFICER AS BEING COMPLETE AND
CORRECT.
(L)
THE SUBORDINATED LOAN AGREEMENT SHALL HAVE BEEN EXECUTED AND DELIVERED BY
THE PARTIES THERETO, THE CONDITIONS THEREUNDER SHALL BE SATISFIED AND THE
BORROWER SHALL HAVE RECEIVED GROSS CASH PROCEEDS OF NOT LESS THAN $55,000,000
FROM THE BORROWING OF LOANS UNDER THE SUBORDINATED LOAN AGREEMENT.