ANY APPLICABLE WAITING PERIOD UNDER THE
HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT OF 1976) SHALL HAVE EXPIRED, IN
EACH CASE WITHOUT ANY ACTION BEING TAKEN BY ANY COMPETENT AUTHORITY WHICH COULD
RESTRAIN OR PREVENT SUCH TRANSACTIONS OR IMPOSE, IN THE REASONABLE JUDGMENT OF
THE JOINT LEAD ARRANGERS, MATERIALLY ADVERSE CONDITIONS UPON THE CONSUMMATION OF
SUCH TRANSACTIONS.
(N)
LITIGATION; JUDGMENTS.
ON THE CLOSING DATE, EXCEPT AS DISCLOSED
IN THE SEC FILINGS, THERE SHALL BE NO ACTIONS, SUITS, PROCEEDINGS OR
INVESTIGATIONS PENDING OR THREATENED (I) WITH RESPECT TO THIS AGREEMENT OR ANY
OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR
(II) WHICH THE JOINT LEAD ARRANGERS OR THE REQUIRED LENDERS SHALL DETERMINE
COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
ADDITIONALLY,
THERE SHALL NOT EXIST ANY JUDGMENT, ORDER, INJUNCTION OR OTHER RESTRAINT ISSUED
OR FILED OR A HEARING SEEKING INJUNCTIVE RELIEF OR OTHER RESTRAINT PENDING OR
NOTIFIED PROHIBITING OR IMPOSING MATERIALLY ADVERSE CONDITIONS UPON THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS AND
OTHERWISE REFERRED TO HEREIN OR THEREIN.
(O)
SOLVENCY CERTIFICATE.
ON OR PRIOR TO THE CLOSING DATE, EACH LOAN
PARTY SHALL HAVE DELIVERED OR CAUSED TO BE DELIVERED TO THE ADMINISTRATIVE AGENT
A SOLVENCY CERTIFICATE FROM THE CHIEF FINANCIAL OFFICER OF EACH OF THE LOAN
PARTIES, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE JOINT LEAD
ARRANGERS, SETTING FORTH THE CONCLUSIONS THAT, AFTER GIVING EFFECT TO THE
ACQUISITION AND THE CONSUMMATION OF ALL FINANCINGS CONTEMPLATED HEREIN, HOLDINGS
AND ITS SUBSIDIARIES (ON A CONSOLIDATED BASIS), HOLDINGS (ON A STAND-ALONE
BASIS), THE COMPANY (ON A STAND-ALONE BASIS), THE COMPANY AND ITS SUBSIDIARIES
(ON A CONSOLIDATED BASIS) AND DUANE READE (ON A STAND-ALONE BASIS) IS SOLVENT
AND WILL NOT BE RENDERED INSOLVENT BY THE INDEBTEDNESS INCURRED IN CONNECTION
HEREWITH.
(P)
FINANCIAL INFORMATION.
THE ADMINISTRATIVE AGENT AND EACH OF THE
LENDERS SHALL HAVE RECEIVED: (I) AUDITED ANNUAL FINANCIAL STATEMENTS OF THE
COMPANY FOR EACH OF THE 2001, 2002 AND 2003 FISCAL YEARS, (II) UNAUDITED
FINANCIAL STATEMENTS OF THE COMPANY FOR ANY INTERIM QUARTERLY AND MONTHLY
PERIODS WHICH HAVE ENDED SINCE THE MOST RECENT SUCH AUDITED FINANCIAL STATEMENTS
AT LEAST 15 DAYS PRIOR TO THE CLOSING DATE, TOGETHER WITH UNAUDITED FINANCIAL
STATEMENTS FOR THE TWELVE MONTH PERIOD ENDED ON THE LAST DAY OF THE MOST RECENT
OF SUCH FISCAL PERIODS AND (III) PRO-FORMA FINANCIAL STATEMENTS AS TO HOLDINGS
AND ITS CONSOLIDATED SUBSIDIARIES GIVING EFFECT TO THE TRANSACTIONS CONTEMPLATED
TO OCCUR ON OR PRIOR TO THE CLOSING DATE PURSUANT TO THE TRANSACTION DOCUMENTS,
WHICH IN EACH CASE, (A) SHALL BE REASONABLY SATISFACTORY IN FORM AND SUBSTANCE
TO THE JOINT LEAD ARRANGERS, (B) SHALL NOT BE MATERIALLY INCONSISTENT WITH THE
PRE-COMMITMENT INFORMATION AND (C) SHALL MEET THE REQUIREMENTS OF REGULATION S-X
UNDER THE SECURITIES ACT AND ALL OTHER ACCOUNTING RULES AND REGULATIONS OF THE
SEC PROMULGATED THEREUNDER AND MAY CONTAIN THE ADJUSTMENTS SET FORTH ON SCHEDULE
1.01A HERETO.
IN ADDITION, THE ADMINISTRATIVE AGENT AND EACH OF THE LENDERS
SHALL HAVE RECEIVED: (I) FORECASTS PREPARED BY MANAGEMENT OF LOAN PARTIES, EACH
IN FORM