date on which each of the following conditions is
satisfied (or waived in accordance with Section 10.02):
(A)
THE ADMINISTRATIVE AGENT (OR ITS COUNSEL) SHALL HAVE RECEIVED FROM
EACH PARTY HERETO EITHER (I) A COUNTERPART OF THIS AGREEMENT SIGNED ON BEHALF OF
SUCH PARTY OR (II) WRITTEN EVIDENCE SATISFACTORY TO THE ADMINISTRATIVE AGENT
(WHICH MAY INCLUDE TELECOPY TRANSMISSION OF A SIGNED SIGNATURE PAGE OF THIS
AGREEMENT) THAT SUCH PARTY HAS SIGNED A COUNTERPART OF THIS AGREEMENT.
(B)
THE ADMINISTRATIVE AGENT (OR ITS COUNSEL) SHALL HAVE RECEIVED EACH
OF THE SECURITY DOCUMENTS FROM EACH APPLICABLE OBLIGOR AND SAME SHALL CONSTITUTE
SATISFACTORY SECURITY DOCUMENTATION TO CREATE FIRST PRIORITY SECURITY INTERESTS
IN THE COLLATERAL FREE AND CLEAR OF ALL LIENS, OTHER THAN PERMITTED LIENS.
(C)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED SUCH DOCUMENTS AND
CERTIFICATES AS THE ADMINISTRATIVE AGENTS OR THEIR COUNSEL MAY REASONABLY
REQUEST RELATING TO THE ORGANIZATION, EXISTENCE AND, WHERE APPLICABLE, GOOD
STANDING OF EACH OBLIGOR, THE AUTHORIZATION OF THE TRANSACTIONS AND THE
ACQUISITION, THE AUTHORITY OF EACH NATURAL PERSON EXECUTING ANY OF THE LOAN
DOCUMENTS ON BEHALF OF ANY OBLIGOR AND ANY OTHER LEGAL MATTERS RELATING TO THE
OBLIGORS,
65
this Agreement or the Transactions and the Acquisition, all in form and
substance reasonably satisfactory to the Administrative Agents and their
counsel.
(D)
EACH LENDER REQUESTING A PROMISSORY NOTE EVIDENCING LOANS MADE BY
SUCH LENDER SHALL HAVE RECEIVED FROM THE APPLICABLE BORROWER A PROMISSORY NOTE
PAYABLE TO SUCH LENDER IN A FORM APPROVED BY THE ADMINISTRATIVE AGENTS IN THEIR
SOLE DISCRETION.
(E)
THE ADMINISTRATIVE AGENTS SHALL HAVE RECEIVED ALL FEES AND OTHER
AMOUNTS DUE AND PAYABLE ON OR PRIOR TO THE EFFECTIVE DATE, AND TO THE EXTENT
INVOICED, REIMBURSEMENT OR PAYMENT OF ALL OUT-OF-POCKET EXPENSES REQUIRED TO BE
REIMBURSED OR PAID BY ANY BORROWER HEREUNDER.
(F)
ALL MATERIAL GOVERNMENTAL AND THIRD PARTY APPROVALS AND PERMITS
NECESSARY IN CONNECTION WITH THE TRANSACTIONS, THE ACQUISITION AND THE CONTINUED
OPERATIONS OF THE OBLIGORS SHALL HAVE BEEN OBTAINED AND BE IN FULL FORCE AND
EFFECT AND COPIES THEREOF SHALL HAVE BEEN PROVIDED TO ADMINISTRATIVE AGENT (OR
ITS COUNSEL).
(G)
THE LENDERS SHALL HAVE RECEIVED (I) AUDITED CONSOLIDATED FINANCIAL
STATEMENTS OF THE US BORROWER FOR THE MOST RECENT FISCAL YEAR OF THE US BORROWER
ENDED DECEMBER 31, 2006, (II) UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE
US BORROWER FOR THE THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2007 AND (III)
UNAUDITED FINANCIAL STATEMENTS OF THE TARGET IN ACCORDANCE WITH GERMAN GAAP FOR
ITS MOST RECENT THREE (3) FISCAL YEARS (WITH THE STATEMENTS FOR 2005 AND 2006
TRANSLATED INTO ENGLISH) IN EACH CASE REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT.
(H)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A FAVORABLE WRITTEN
OPINION (ADDRESSED TO THE ADMINISTRATIVE AGENT AND THE LENDERS AND DATED THE
EFFECTIVE DATE) OF (I) HOLME ROBERTS & OWEN LLP, COUNSEL FOR THE BORROWERS,
COVERING SUCH MATTERS AS THE ADMINISTRATIVE AGENT SHALL REASONABLY REQUEST, (II)
LOCAL PENNSYLVANIA AND CONNECTICUT COUNSEL FOR THE BORROWERS, CONCERNING
ENFORCEABILITY AND OTHER MATTERS RELATED TO THE MORTGAGES AND SUCH OTHER MATTERS
AS THE