AND
AGREEMENTS AS THE ADMINISTRATIVE AGENT SHALL REASONABLY REQUEST IN CONNECTION
WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS AND WHICH ARE LISTED IN THE CLOSING CHECKLIST, EACH IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO ADMINISTRATIVE AGENT.
(C) THE LOAN PARTIES' CORPORATE STRUCTURE, CAPITAL STRUCTURE, MATERIAL ACCOUNTS
AND GOVERNING DOCUMENTS SHALL BE REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE
AGENT.
(D) ALL LEGAL (INCLUDING TAX IMPLICATIONS) AND REGULATORY MATTERS, INCLUDING,
BUT NOT LIMITED TO COMPLIANCE WITH APPLICABLE REQUIREMENTS OF REGULATIONS U, T
AND X OF THE BOARD, SHALL BE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE
AGENT.
(E) AFTER GIVING EFFECT TO ALL BORROWINGS TO BE MADE ON THE EFFECTIVE DATE AND
THE ISSUANCE OF ANY LETTERS OF CREDIT ON THE EFFECTIVE DATE AND PAYMENT OF ALL
FEES AND EXPENSES DUE HEREUNDER, AND WITH ALL OF THE LOAN PARTIES' INDEBTEDNESS,
LIABILITIES, AND OBLIGATIONS CURRENT, THE BORROWER'S AVAILABILITY (PLUS UP TO
$20,000,000 OF UNRESTRICTED CASH AND PERMITTED INVESTMENTS
58
HELD IN DEPOSIT ACCOUNTS OR INVESTMENT ACCOUNTS WITH THE ADMINISTRATIVE AGENT)
SHALL NOT BE LESS THAN $100,000,000.
(F) THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED ALL FEES AND OTHER AMOUNTS DUE
AND PAYABLE ON OR PRIOR TO THE EFFECTIVE DATE, INCLUDING, TO THE EXTENT
INVOICED, REIMBURSEMENT OR PAYMENT OF ALL REASONABLE OUT-OF-POCKET EXPENSES,
REQUIRED TO BE REIMBURSED OR PAID BY THE BORROWER HEREUNDER.
(G) THE BORROWER SHALL HAVE DELIVERED TO THE ADMINISTRATIVE AGENT A NOTICE
SETTING FORTH THE DEPOSIT ACCOUNT OF THE BORROWER (THE "FUNDING ACCOUNT") TO
WHICH THE ADMINISTRATIVE AGENT IS AUTHORIZED BY THE BORROWER TO TRANSFER THE
PROCEEDS OF ANY BORROWINGS REQUESTED OR AUTHORIZED PURSUANT TO THIS AGREEMENT.
(H) THE PARENT SHALL HAVE CONSUMMATED THE IPO AND THE REORGANIZATION
TRANSACTION, UPON TERMS AND CONDITIONS SUBSTANTIALLY SIMILAR TO THOSE DESCRIBED
IN THE REGISTRATION STATEMENT AND OTHERWISE REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT.
(I) THE NOTE AGREEMENT AMENDMENTS SHALL HAVE BECOME EFFECTIVE AND THE BORROWER
SHALL HAVE DEPOSITED MONIES UNDER THE NOTEHOLDERS DEPOSITORY AGREEMENT IN AN
AMOUNT SUFFICIENT TO REPAY IN FULL THE NOTEHOLDERS OBLIGATIONS (OTHER THAN ANY
CONTINGENT OBLIGATIONS THAT EXPRESSLY SURVIVE THE TERMINATION OF THE NOTEHOLDERS
DOCUMENTS AS TO WHICH NO MATERIAL CLAIMS GIVING RISE THERETO HAVE THEN BEEN
ASSERTED), AND ALL LIENS GRANTED PURSUANT TO THE NOTEHOLDERS DOCUMENTS (OTHER
THAN ANY LIENS PERMITTED BY SECTION 6.02(G)) UPON ANY PROPERTY OF THE LOAN
PARTIES SHALL HAVE BEEN RELEASED, UPON TERMS AND CONDITIONS REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT.
(J) THE BORROWER SHALL HAVE REPAID IN FULL ALL OUTSTANDING INDEBTEDNESS UNDER
ITS EXISTING REVOLVING CREDIT FACILITY, AND THE AGENT HOLDING LIENS ON BEHALF OF
THE LENDERS THEREUNDER SHALL HAVE RELEASED ALL LIENS GRANTED PURSUANT TO SUCH
CREDIT FACILITY UPON ANY PROPERTY OF THE LOAN PARTIES, UPON TERMS AND CONDITIONS
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT..
(K) THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED AND BE REASONABLY SATISFIED
WITH (I) THE FINANCIAL STATEMENTS REFERRED TO IN SECTION 3.04 AND (II) THE
PARENT'S MOST RECENT PROJECTED INCOME STATEMENT, BALANCE SHEET AND CASH FLOWS
FOR THE PERIOD BEGINNING JANUARY 1, 2005 AND ENDING DECEMBER 31,