LAWS; AND
(X)
PROMPTLY COMPLY WITH ALL OF THE TERMS AND
CONDITIONS OF EACH SECURITY AGREEMENT TO WHICH SUCH CREDIT PARTY OR SUBSIDIARY
IS A PARTY AS IS NECESSARY OR DESIRABLE TO ENSURE THE ATTACHMENT, GRANTING,
CREATION, PERFECTION, CONTINUATION AND/OR ENFORCEABILITY OF A LIEN, IN FAVOR OF
AGENT, FOR THE BENEFIT OF THE LENDER PARTIES, AS A RESULT OF ANY OF THE EVENTS
OR CIRCUMSTANCES DESCRIBED IN THE OTHER CLAUSES OF THIS PARAGRAPH (B) IN EACH
CASE SUBJECT TO ANY GRACE OR CURE PERIODS SET FORTH THEREIN.
Exhibit D
Closing Conditions
(A)
AGENT SHALL HAVE RECEIVED (I) THE LOAN
DOCUMENTS EXECUTED BY EACH CREDIT PARTY AND THE OTHER PARTIES THERETO AND
(II) EXECUTED COPIES OF THE REVOLVING LOAN DOCUMENTS;
(B)
AGENT SHALL HAVE RECEIVED (I) A REPORT OF
UNIFORM COMMERCIAL CODE FINANCING STATEMENT, TAX, PENDING SUIT AND JUDGMENT LIEN
SEARCHES AS REQUESTED BY AGENT, AND SUCH REPORT SHALL SHOW NO LIENS ON THE
COLLATERAL (OTHER THAN PERMITTED LIENS AND LIENS TO BE TERMINATED AT CLOSING),
(II) EACH DOCUMENT (INCLUDING, WITHOUT LIMITATION, ANY UNIFORM COMMERCIAL CODE
FINANCING STATEMENTS) REQUIRED BY ANY LOAN DOCUMENT OR UNDER LAW OR REQUESTED BY
AGENT IN ITS PERMITTED DISCRETION TO BE FILED, REGISTERED OR RECORDED TO CREATE
AND PERFECT, IN FAVOR OF AGENT, FOR THE BENEFIT OF THE LENDERS PARTIES, A FIRST
PRIORITY LIEN UPON THE COLLATERAL, SUBJECT ONLY TO PRIORITY PERMITTED LIENS, AND
(III) EVIDENCE OF EACH SUCH FILING, REGISTRATION AND RECORDATION AND OF THE
PAYMENT BY BORROWER OF ANY NECESSARY FEE, TAX OR EXPENSE RELATING THERETO;
(C)
AGENT SHALL HAVE RECEIVED: (I) A PAYOFF
LETTER AND LIEN TERMINATION AGREEMENT FROM THE HOLDERS OF THE SUBORDINATED NOTES
IN FORM AND SUBSTANCE SATISFACTORY TO AGENT IN ITS PERMITTED DISCRETION
PROVIDING FOR (A) PARTIAL REPAYMENT OF THE LIABILITIES AND OBLIGATIONS OF THE
CREDIT PARTIES TO THE HOLDERS OF THE SUBORDINATED NOTES AND (B) TERMINATION OF
ALL SECURITY AGREEMENTS AND RELATED DOCUMENTS WITH RESPECT TO ALL LIENS AND
UNIFORM COMMERCIAL CODE FINANCING STATEMENTS RELATING THERETO, (II) RELEASE AND
TERMINATION OF, OR AGENT'S AUTHORITY TO RELEASE AND TERMINATE, ANY AND ALL OTHER
LIENS AND/OR UNIFORM COMMERCIAL CODE FINANCING STATEMENTS IN, ON, AGAINST OR
WITH RESPECT TO ANY OF THE COLLATERAL, OTHER THAN PERMITTED LIENS, AND
(III) EVIDENCE THAT ALL PRIOR LOCKBOX AND BLOCKED ACCOUNT ARRANGEMENTS, IF ANY,
ARE TERMINATED;
(D)
[RESERVED];
(E)
AGENT SHALL HAVE RECEIVED (I) THE CHARTER
AND GOOD STANDING DOCUMENTS, (II) A CERTIFICATE OF THE SECRETARY OR ASSISTANT
SECRETARY OF EACH CREDIT PARTY, DATED THE CLOSING DATE, AS TO THE INCUMBENCY AND
SIGNATURE OF THE PERSONS EXECUTING THE LOAN DOCUMENTS AND THE RELATED DOCUMENTS
ON BEHALF OF SUCH CREDIT PARTY, (III) THE WRITTEN LEGAL OPINIONS OF COUNSEL
AND/OR SPECIAL COUNSEL FOR THE CREDIT PARTIES WITH RESPECT TO THE LOAN DOCUMENTS
AND THE REVOLVING LOAN DOCUMENTS, AND (IV) A CERTIFICATE EXECUTED BY AN
RESPONSIBLE OFFICER OF BORROWER FUNDS ADMINISTRATOR, WHICH CONTAINS A
REPRESENTATION AND WARRANTY BY BORROWER AS OF THE CLOSING DATE THAT THE
CONDITIONS CONTAINED IN THIS AGREEMENT HAVE BEEN SATISFIED;
(F)
AGENT SHALL BE