PERSON AUTHORIZED TO SIGN THE LOAN DOCUMENTS TO WHICH IT IS A PARTY, AND SUCH
CERTIFICATES AND ATTACHMENTS THERETO SHALL BE IN FORM AND SUBSTANCE SATISFACTORY
TO THE ADMINISTRATIVE AGENT.
THE DOCUMENTS AND CERTIFICATIONS OF THE SECRETARY
OR AN ASSISTANT SECRETARY CONTEMPLATED IN THIS SUBSECTION MAY BE INCLUDED WITHIN
THE CERTIFICATE CONTEMPLATED BY SUBSECTION 4.1(F) BELOW.
(C)
FEES AND EXPENSES.
THE ADMINISTRATIVE
AGENT SHALL HAVE RECEIVED (I) THE FEES REQUIRED TO BE PAID ON THE CLOSING DATE
PURSUANT TO THE FEE LETTER AND (II) ALL OTHER FEES AND EXPENSES DUE AND PAYABLE
HEREUNDER ON OR BEFORE THE CLOSING DATE (IF THEN INVOICED), INCLUDING, WITHOUT
LIMITATION, THE REASONABLE FEES AND EXPENSES ACCRUED THROUGH THE CLOSING DATE OF
BALLARD SPAHR LLP, COUNSEL TO THE ADMINISTRATIVE AGENT IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS.
(D)
LEGAL OPINION.
THE ADMINISTRATIVE AGENT
SHALL HAVE RECEIVED THE EXECUTED LEGAL OPINION OR OPINIONS OF COUNSEL TO THE
BORROWERS, SUBSTANTIALLY IN THE FORM OF EXHIBIT E.
(E)
CERTIFICATES OF FORMATION; GOOD STANDING.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED, TO THE EXTENT APPLICABLE, (A) A
CERTIFICATE OF FORMATION, (B) CERTIFICATES OF GOOD STANDING, SUBSISTENCE AND/OR
STATUS OR THE LIKE DATED A RECENT DATE AND (C) AN OFFICIAL EXTRACT OF THE TRADE
REGISTER, IN EACH CASE FROM THE APPROPRIATE GOVERNMENTAL AUTHORITY IN THE STATE
OF FORMATION OF EACH BORROWER.
(F)
NO MATERIAL ADVERSE EFFECT; CLOSING
CERTIFICATE.
NO MATERIAL ADVERSE EFFECT SHALL HAVE OCCURRED SINCE THE DATE OF
THE MOST RECENT AUDITED FINANCIAL STATEMENTS DELIVERED TO THE ADMINISTRATIVE
AGENT.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A CERTIFICATE FROM THE
BORROWERS, DATED AS OF THE CLOSING DATE, AND EXECUTED BY A RESPONSIBLE OFFICER
OF SUCH PARTY STATING THAT, AS OF THE CLOSING DATE AND AFTER GIVING EFFECT TO
THE INITIAL LOANS MADE AND LETTERS OF CREDIT ISSUED ON SUCH DATE (I) ALL OF THE
REPRESENTATIONS AND WARRANTIES MADE BY SUCH PARTY HEREIN AND IN THE OTHER LOAN
DOCUMENTS ARE TRUE AND CORRECT IN ALL MATERIAL
67
RESPECTS (EXCEPT THAT ANY SUCH REPRESENTATION AND WARRANTY THAT IS GIVEN AS OF A
PARTICULAR DATE OR PERIOD AND RELATES SOLELY TO SUCH DATE OR PERIOD IS TRUE AND
CORRECT IN ALL MATERIAL RESPECTS AS OF SUCH DATE OR PERIOD), (II) NO DEFAULT OR
EVENT OF DEFAULT EXISTS AND (III) NO MATERIAL ADVERSE EFFECT HAS OCCURRED SINCE
DECEMBER 31, 2009.
(G)
GOVERNMENTAL APPROVALS.
THE ADMINISTRATIVE
AGENT SHALL HAVE RECEIVED EVIDENCE THAT ANY NECESSARY AUTHORIZATIONS FOR THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY HAVE BEEN OBTAINED.
(H)
EXISTING CREDIT AGREEMENT.
THE EXISTING
CREDIT AGREEMENT SHALL HAVE BEEN TERMINATED AND ALL INDEBTEDNESS THEREUNDER
SHALL HAVE BEEN REPAID IN FULL.
(I)
INSURANCE.
THE ADMINISTRATIVE AGENT
SHALL HAVE RECEIVED CERTIFICATES OF INSURANCE WITH RESPECT TO THE BORROWERS'
FIRE, CASUALTY, LIABILITY AND OTHER INSURANCE.
(J)
ADDITIONAL MATTERS.
ALL CORPORATE AND
OTHER PROCEEDINGS, AND ALL DOCUMENTS, INSTRUMENTS AND OTHER LEGAL MATTERS IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS SHALL BE SATISFACTORY IN FORM AND SUBSTANCE TO THE ADMINISTRATIVE
AGENT, AND THE