THIS AGREEMENT, THE OTHER
DOCUMENTS, ANY CERTIFICATE OR OTHER DOCUMENTS TO BE DELIVERED BY IT PURSUANT
HERETO, TOGETHER WITH EVIDENCE OF THE INCUMBENCY OF SUCH SECRETARY OR ASSISTANT
SECRETARY;
(N)
CERTIFICATES.
AGENT SHALL HAVE RECEIVED A
COPY OF THE ARTICLES OR CERTIFICATE OF INCORPORATION OR FORMATION, AS
APPLICABLE, OF EACH BORROWER AND ALL AMENDMENTS THERETO, CERTIFIED BY THE
SECRETARY OF STATE OR OTHER APPROPRIATE OFFICIAL OF ITS JURISDICTION OF
INCORPORATION OR FORMATION TOGETHER WITH COPIES OF THE BY-LAWS OR OPERATING
AGREEMENT OF EACH BORROWER, AS APPLICABLE, AND ALL AGREEMENTS OF EACH BORROWER'S
SHAREHOLDERS OR MEMBERS, AS APPLICABLE, CERTIFIED AS ACCURATE AND COMPLETE BY
THE SECRETARY OF EACH BORROWER;
73
(O)
GOOD STANDING CERTIFICATES.
AGENT SHALL
HAVE RECEIVED GOOD STANDING CERTIFICATES FOR EACH BORROWER DATED NOT MORE THAN
THIRTY (30) DAYS PRIOR TO THE CLOSING DATE, ISSUED BY THE SECRETARY OF STATE OR
OTHER APPROPRIATE OFFICIAL OF EACH BORROWER'S JURISDICTION OF INCORPORATION OR
FORMATION, AS APPLICABLE, AND EACH JURISDICTION WHERE THE CONDUCT OF EACH
BORROWER'S BUSINESS ACTIVITIES OR THE OWNERSHIP OF ITS PROPERTIES NECESSITATES
QUALIFICATION;
(P)
LEGAL OPINION.
AGENT SHALL HAVE RECEIVED
THE EXECUTED LEGAL OPINIONS OF SIDLEY AUSTIN LLP AND KUTACK ROCK LLP IN FORM AND
SUBSTANCE SATISFACTORY TO AGENT WHICH SHALL COVER SUCH MATTERS INCIDENT TO THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE NOTE, THE OTHER DOCUMENTS, THE
INTERCREDITOR AGREEMENT AND RELATED AGREEMENTS AS AGENT MAY REASONABLY REQUIRE
AND EACH BORROWER HEREBY AUTHORIZES AND DIRECTS SUCH COUNSEL TO DELIVER SUCH
OPINIONS TO AGENT AND LENDERS;
(Q)
NO LITIGATION.
(I) NO LITIGATION,
INVESTIGATION OR PROCEEDING BEFORE OR BY ANY ARBITRATOR OR GOVERNMENTAL BODY
SHALL BE CONTINUING OR THREATENED AGAINST ANY BORROWER OR AGAINST THE OFFICERS
OR DIRECTORS OF ANY BORROWER (A) IN CONNECTION WITH THIS AGREEMENT, THE OTHER
DOCUMENTS, THE INDENTURE LOAN DOCUMENTATION OR ANY OF THE TRANSACTIONS
CONTEMPLATED THEREBY AND WHICH, IN THE REASONABLE OPINION OF AGENT, IS DEEMED
MATERIAL OR (B) WHICH COULD, IN THE REASONABLE OPINION OF AGENT, BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT; AND (II) NO INJUNCTION, WRIT, RESTRAINING ORDER
OR OTHER ORDER OF ANY NATURE MATERIALLY ADVERSE TO ANY BORROWER OR THE CONDUCT
OF ITS BUSINESS OR INCONSISTENT WITH THE DUE CONSUMMATION OF THE TRANSACTIONS
SHALL HAVE BEEN ISSUED BY ANY GOVERNMENTAL BODY;
(R)
COLLATERAL EXAMINATION.
AGENT SHALL HAVE
COMPLETED COLLATERAL EXAMINATIONS AND RECEIVED APPRAISALS, THE RESULTS OF WHICH
SHALL BE SATISFACTORY IN FORM AND SUBSTANCE TO LENDERS, OF THE RECEIVABLES,
INVENTORY AND GENERAL INTANGIBLES OF EACH BORROWER AND ALL BOOKS AND RECORDS IN
CONNECTION THEREWITH;
(S)
FEES.
AGENT SHALL HAVE RECEIVED ALL FEES
PAYABLE TO AGENT AND LENDERS ON OR PRIOR TO THE CLOSING DATE HEREUNDER,
INCLUDING PURSUANT TO ARTICLE III HEREOF;
(T)
FINANCIAL STATEMENTS.
AGENT SHALL HAVE
RECEIVED A COPY OF (I) THE PRO FORMA FINANCIAL STATEMENTS, (II) BORROWERS' MOST
RECENT ANNUAL AND INTERIM MANAGEMENT PREPARED FINANCIAL STATEMENTS AND
(III) BORROWERS' ANNUAL PROJECTIONS FOR FISCAL YEARS 2010, 2011 AND 2012, EACH
OF WHICH SHALL BE SATISFACTORY IN ALL RESPECTS TO AGENT AND LENDERS;
(U)
INSURANCE.
AGENT SHALL HAVE RECEIVED IN