INTEREST AND SUCH SUBORDINATION AGREEMENT IN THE FORM ATTACHED
HERETO AS EXHIBIT H (THE "SUBORDINATION AGREEMENT").
(XIX)
IN ACCORDANCE WITH THE TERMS OF THE SECURITY
DOCUMENTS, THE COMPANY SHALL HAVE DELIVERED TO THE COLLATERAL AGENT
(I) CERTIFICATES REPRESENTING THE SUBSIDIARIES' SHARES OF CAPITAL STOCK TO THE
EXTENT SUCH SUBSIDIARY IS A CORPORATION OR OTHERWISE HAS CERTIFICATED CAPITAL
STOCK, ALONG WITH DULY EXECUTED BLANK STOCK POWERS AND (II) APPROPRIATE
FINANCING STATEMENTS ON FORM UCC-1 TO BE DULY FILED IN SUCH OFFICE OR OFFICES AS
MAY BE NECESSARY OR, IN THE OPINION OF THE COLLATERAL AGENT, DESIRABLE TO
PERFECT THE SECURITY INTERESTS PURPORTED TO BE CREATED BY EACH SECURITY
DOCUMENT.
(XX)
WITHIN TWO (2) BUSINESS DAYS PRIOR TO THE
CLOSING, THE COMPANY SHALL HAVE DELIVERED OR CAUSED TO BE DELIVERED TO EACH
BUYER (I) TRUE COPIES OF UCC SEARCH RESULTS, LISTING ALL EFFECTIVE FINANCING
STATEMENTS WHICH NAME AS DEBTOR THE COMPANY OR ANY OF ITS SUBSIDIARIES FILED IN
THE PRIOR FIVE YEARS TO PERFECT AN INTEREST IN ANY ASSETS THEREOF, TOGETHER WITH
COPIES OF SUCH FINANCING STATEMENTS, NONE OF WHICH, EXCEPT AS OTHERWISE AGREED
IN WRITING BY THE BUYERS, SHALL COVER ANY OF THE COLLATERAL (AS DEFINED IN THE
SECURITY DOCUMENTS) AND THE RESULTS OF SEARCHES FOR ANY TAX LIEN AND JUDGMENT
LIEN FILED AGAINST SUCH PERSON OR ITS PROPERTY, WHICH
RESULTS, EXCEPT AS OTHERWISE AGREED TO IN WRITING BY THE BUYERS SHALL NOT SHOW
ANY SUCH LIENS (AS DEFINED IN THE SECURITY DOCUMENTS); AND (II) A PERFECTION
CERTIFICATE, DULY COMPLETED AND EXECUTED BY THE COMPANY AND EACH OF ITS
SUBSIDIARIES, IN FORM AND SUBSTANCE SATISFACTORY TO THE BUYERS.
(XXI)
THE COMPANY SHALL HAVE EXECUTED AND
DELIVERED TO THE COLLATERAL AGENT MORTGAGE OR OTHER REQUIRED DOCUMENTATION
REASONABLY SATISFACTORY TO THE COLLATERAL AGENT.
(XXII)
EACH OF THE SELLER PARTIES TO THE LEXICO
ACQUISITION SHALL HAVE EXECUTED THE SUBORDINATION AGREEMENT.
(XXIII)
THE COMPANY AND EACH OF THE SELLER PARTIES TO
THE LEXICO ACQUISITION SHALL HAVE EXECUTED THE PLEDGE AND SECURITY AGREEMENT IN
THE FORM ATTACHED HERETO AS EXHIBIT I (THE "LEXICO PLEDGE AND SECURITY
AGREEMENT").
(XXIV)
THE COMPANY SHALL HAVE DELIVERED TO SUCH BUYER
SUCH OTHER USUAL AND CUSTOMARY DOCUMENTS, INSTRUMENTS AND CERTIFICATES AS SUCH
BUYER MAY REASONABLY REQUEST.
8.
TERMINATION.
(a)
In the event that (i) the transactions
contemplated by the Lexico Agreement have been terminated, (ii) the Company has
terminated this Agreement pursuant to Section 8(b), (iii) the Closing has not
occurred on or before March 1, 2008 (other than as a result of Buyer's material
breach of this Agreement) (any of the foregoing in (i)-(iii), a "Notes
Termination Event"), or (iv) the transactions contemplated by the Lexico
Agreement have been consummated but the Closing of the issuance of the Follow-On
Notes to the Buyers has not occurred in connection with therewith (a "Cash
Termination Event," with any Notes Termination Event or any Cash Termination
Event being a "Termination Event"), each Buyer shall be entitled to a
Termination Fee from the Company.
With respect to each Buyer, the "Termination
Fee" means