THAT THE BORROWERS HAVE OBTAINED
CORPORATE/CORPORATE FAMILY RATINGS FROM MOODY'S AND S&P, AS APPLICABLE, OF AT
LEAST B3/B-, RESPECTIVELY, AND IN EACH CASE, WITH A STABLE OUTLOOK OR BETTER;
(XV)
A CERTIFICATE SIGNED BY A RESPONSIBLE OFFICER OF
EACH BORROWER CERTIFYING (A) THAT THE CONDITIONS SPECIFIED IN SECTIONS
4.02(A) AND (B) HAVE BEEN SATISFIED, (B) EXCEPT AS SET FORTH ON SCHEDULE
4.01(A)(XV), THAT THERE HAS BEEN NO EVENT OR CIRCUMSTANCE SINCE THE DATE OF THE
AUDITED FINANCIAL STATEMENTS THAT HAS HAD OR COULD BE REASONABLY EXPECTED TO
HAVE, EITHER INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT; AND
(C) A CALCULATION AS OF THE LAST DAY OF THE FISCAL QUARTER OF HOLDINGS MOST
RECENTLY ENDED PRIOR TO THE CLOSING DATE REFLECTING THAT THE CONSOLIDATED
LEVERAGE RATIO OF HOLDINGS AND ITS SUBSIDIARIES (WHICH RATIO SHALL BE CALCULATED
REFLECTING THE TRANSACTIONS CONTEMPLATED HEREBY ON A PRO FORMA BASIS) IS NOT
GREATER THAN 3.5:1.0;
(XVI)
PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS OF
HOLDINGS AND ITS SUBSIDIARIES AS OF AS OF THE LAST DAY OF THE FISCAL QUARTER OF
HOLDINGS MOST RECENTLY ENDED PRIOR TO THE CLOSING DATE GIVING EFFECT TO ALL
ELEMENTS OF THE TRANSACTIONS, AND FORECASTS PREPARED BY MANAGEMENT OF THE
BORROWERS, EACH IN FORM SATISFACTORY TO THE LENDERS, OF BALANCE SHEETS, INCOME
STATEMENTS AND CASH FLOW STATEMENTS ON A MONTHLY BASIS FOR THE FIRST YEAR
FOLLOWING THE CLOSING DATE AND ON AN ANNUAL BASIS FOR EACH YEAR THEREAFTER
DURING THE TERM OF THIS AGREEMENT;
(XVII)
THE ANNUAL (OR OTHER AUDITED) FINANCIAL STATEMENTS
OF EACH OF (A) THE BORROWERS AND THEIR RESPECTIVE SUBSIDIARIES AND (B) THE
COMPANY AND ITS SUBSIDIARIES FOR THE FISCAL YEARS ENDED 2004, 2005, AND 2006,
AND INTERIM FINANCIAL STATEMENTS OF EACH OF (A) THE BORROWERS AND THEIR
RESPECTIVE SUBSIDIARIES AND (B) THE COMPANY AND ITS SUBSIDIARIES DATED OF THE
END OF THE MOST RECENT FISCAL QUARTER FOR WHICH FINANCIAL STATEMENTS ARE
AVAILABLE;
(XVIII)
EVIDENCE THAT ALL LOANS WILL BE IN FULL COMPLIANCE
WITH THE FEDERAL RESERVE'S MARGIN REGULATIONS;
(XIX)
CERTIFICATES ATTESTING TO THE SOLVENCY OF EACH
LOAN PARTY BEFORE AND AFTER GIVING EFFECT TO THE TRANSACTION, FROM EACH
BORROWER'S CHIEF FINANCIAL OFFICER;
68
(XX)
THE LENDERS SHALL BE SATISFIED WITH THE
AMOUNT, TERMS, CONDITIONS AND HOLDERS OF ALL INTERCOMPANY INDEBTEDNESS AND ALL
MATERIAL INDEBTEDNESS AND OTHER MATERIAL LIABILITIES OWING TO THIRD PARTIES TO
BE OUTSTANDING ON AND AFTER THE CLOSING DATE;
(XXI)
EVIDENCE THAT ALL INSURANCE REQUIRED TO BE
MAINTAINED PURSUANT TO THE LOAN DOCUMENTS HAS BEEN OBTAINED AND IS IN EFFECT,
TOGETHER WITH THE CERTIFICATES OF INSURANCE, NAMING THE ADMINISTRATIVE AGENT, ON
BEHALF OF THE LENDERS, AS AN ADDITIONAL INSURED OR LOSS PAYEE, AS THE CASE MAY
BE, UNDER ALL INSURANCE POLICIES MAINTAINED WITH RESPECT TO THE ASSETS AND
PROPERTIES OF THE LOAN PARTIES THAT CONSTITUTES COLLATERAL;
(XXII)
CERTIFIED COPIES OF EACH OF THE RELATED DOCUMENTS,
DULY EXECUTED BY THE PARTIES THERETO, TOGETHER WITH ALL AGREEMENTS, INSTRUMENTS
AND OTHER DOCUMENTS DELIVERED IN CONNECTION THEREWITH AS THE ADMINISTRATIVE
AGENT SHALL REQUEST;
(XXIII)
CERTIFIED COPIES OF A CERTIFICATE