LAW (INCLUDING ALL APPLICABLE SECURITIES LAWS AND BANKING LAWS,
RULES AND REGULATIONS).
(J)
BANKRUPTCY.
THERE SHALL BE NO
INSOLVENCY PROCEEDINGS PENDING WITH RESPECT TO ANY CREDIT PARTY OR ANY AFFILIATE
OR SUBSIDIARY THEREOF.
(K)
EXISTING INDEBTEDNESS OF THE CREDIT
PARTIES.
ALL OF THE EXISTING INDEBTEDNESS FOR BORROWED MONEY OF THE CREDIT
PARTIES AND THEIR SUBSIDIARIES (OTHER THAN INDEBTEDNESS PERMITTED TO EXIST
PURSUANT TO SECTION 6.1) SHALL BE REPAID IN FULL AND ALL SECURITY INTERESTS
RELATED THERETO SHALL BE TERMINATED ON OR PRIOR TO THE CLOSING DATE, INCLUDING,
WITHOUT LIMITATION, THE REPURCHASE FACILITY.
(L)
FINANCIAL STATEMENTS.
THE
ADMINISTRATIVE AGENT AND THE LENDERS SHALL HAVE RECEIVED COPIES OF THE FINANCIAL
STATEMENTS REFERRED TO IN SECTION 3.1, EACH IN FORM AND SUBSTANCE SATISFACTORY
TO IT.
(M)
NO MATERIAL ADVERSE CHANGE.
NO MATERIAL
ADVERSE EFFECT SHALL HAVE OCCURRED.
(N)
CLOSING OFFICER'S CERTIFICATE.
THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A CLOSING OFFICER'S CERTIFICATE
EXECUTED BY A RESPONSIBLE OFFICER OF EACH OF THE CREDIT PARTIES AS OF THE
CLOSING DATE, SUBSTANTIALLY IN THE FORM OF EXHIBIT 4.1(N) STATING, AMONG OTHER
THINGS, THAT (I) THERE DOES NOT EXIST ANY PENDING OR ONGOING, ACTION, SUIT,
INVESTIGATION, LITIGATION OR PROCEEDING IN ANY COURT OR BEFORE ANY OTHER
GOVERNMENTAL AUTHORITY (A) AFFECTING THIS AGREEMENT OR THE OTHER CREDIT
DOCUMENTS, THAT HAS NOT BEEN SETTLED, DISMISSED, VACATED, DISCHARGED OR
TERMINATED PRIOR TO THE CLOSING DATE OR (B) THAT PURPORTS TO AFFECT ANY CREDIT
PARTY OR ANY OF ITS SUBSIDIARIES OR AFFILIATES, OR ANY TRANSACTION CONTEMPLATED
BY THE CREDIT DOCUMENTS, WHICH ACTION, SUIT, INVESTIGATION, LITIGATION OR
PROCEEDING COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, THAT
HAS NOT BEEN SETTLED, DISMISSED, VACATED, DISCHARGED OR TERMINATED PRIOR TO THE
CLOSING DATE, (II) IMMEDIATELY AFTER GIVING EFFECT TO THIS AGREEMENT, THE OTHER
CREDIT DOCUMENTS, AND ALL THE TRANSACTIONS CONTEMPLATED TO OCCUR ON SUCH DATE,
(A) NO DEFAULT OR EVENT OF DEFAULT EXISTS, (B) ALL REPRESENTATIONS AND
WARRANTIES CONTAINED HEREIN AND IN THE OTHER CREDIT
72
DOCUMENTS AND IN ANY OTHER DOCUMENT, AGREEMENT, STATEMENT, AFFIRMATION,
CERTIFICATE, NOTICE, REPORT OR FINANCIAL OR OTHER STATEMENT DELIVERED IN
CONNECTION THEREWITH ARE TRUE AND CORRECT, AND (C) THE GUARANTORS AND THE
BORROWERS ARE IN COMPLIANCE WITH EACH OF THE FINANCIAL COVENANTS, (III) EACH OF
THE OTHER CONDITIONS PRECEDENT IN SECTION 4.1 AND 4.2 HAVE BEEN SATISFIED,
EXCEPT TO THE EXTENT THE SATISFACTION OF ANY SUCH CONDITION IS SUBJECT TO THE
JUDGMENT OR DISCRETION OF THE ADMINISTRATIVE AGENT OR ANY LENDER AND (IV) EACH
OF THE BORROWERS IS SOLVENT BEFORE AND AFTER GIVING EFFECT TO THE INITIAL
BORROWINGS UNDER THE CREDIT DOCUMENTS.
(O)
PATRIOT ACT CERTIFICATE.
AT LEAST FIVE
(5) BUSINESS DAYS PRIOR TO THE CLOSING DATE, THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED A CERTIFICATE SATISFACTORY THERETO, SUBSTANTIALLY IN THE FORM OF
EXHIBIT 4.1(O), FOR BENEFIT OF ITSELF AND THE LENDERS, PROVIDED BY THE CREDIT
PARTIES THAT SETS FORTH INFORMATION REQUIRED BY THE PATRIOT ACT INCLUDING,
WITHOUT LIMITATION, THE IDENTITY OF THE CREDIT PARTIES, THE NAME AND ADDRESS OF
THE CREDIT PARTIES AND OTHER INFORMATION THAT WILL