BY THE ADMINISTRATIVE
AGENT THROUGH THE CLOSING PROCEEDINGS (PROVIDED THAT SUCH ESTIMATE SHALL NOT
THEREAFTER PRECLUDE FINAL SETTLING OF ACCOUNTS BETWEEN THE COMPANY AND THE
ADMINISTRATIVE AGENT).
12.1.15
SOLVENCY CERTIFICATE.
A SOLVENCY CERTIFICATE EXECUTED BY A SENIOR
OFFICER OF THE COMPANY.
12.1.16
PRO FORMA.
A CONSOLIDATED PRO FORMA BALANCE SHEET OF THE COMPANY AS
AT THE CLOSING DATE, ADJUSTED TO GIVE EFFECT TO THE CONSUMMATION OF THE RELATED
TRANSACTIONS AND THE FINANCINGS CONTEMPLATED HEREBY AS IF SUCH TRANSACTIONS HAD
OCCURRED ON SUCH DATE, CONSISTENT IN ALL MATERIAL RESPECTS WITH THE SOURCES AND
USES OF CASH AS PREVIOUSLY DESCRIBED TO THE LENDERS AND THE FORECASTS PREVIOUSLY
PROVIDED TO THE LENDERS.
12.1.17
INITIAL REVOLVING OUTSTANDINGS.
AFTER GIVING EFFECT TO THE FUNDING
OF THE INITIAL LOANS AND THE CONSUMMATION OF THE RELATED TRANSACTIONS AND THE
PAYMENT OF ALL FEES AND EXPENSES IN CONNECTION THEREWITH, THE REVOLVING
OUTSTANDINGS AS OF THE CLOSING DATE SHALL NOT BE GREATER THAN $10,000,000.
12.1.18
MAXIMUM LEVERAGE RATIO.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
EVIDENCE SATISFACTORY TO THE ADMINISTRATIVE AGENT THAT THE RATIO OF TOTAL DEBT
AS OF THE CLOSING DATE TO EBITDA FOR THE ELEVEN-MONTH PERIOD ENDING NOVEMBER 30,
2006, DETERMINED ON A PRO FORMA BASIS AFTER GIVING EFFECT TO THE LOANS AND THE
RELATED TRANSACTIONS (AND ANY ADJUSTMENTS TO EBITDA APPROVED BY ADMINISTRATIVE
AGENT) SHALL NOT EXCEED 2.00:1.
12.1.19
ENVIRONMENTAL REPORTS.
ENVIRONMENTAL SITE ASSESSMENT REPORTS
REQUESTED BY THE ADMINISTRATIVE AGENT.
12.1.20
SEARCH RESULTS; LIEN TERMINATIONS.
CERTIFIED COPIES OF UNIFORM
COMMERCIAL CODE SEARCH REPORTS DATED A DATE REASONABLY NEAR TO THE CLOSING DATE,
LISTING ALL
64
EFFECTIVE FINANCING STATEMENTS WHICH NAME ANY LOAN PARTY OR SELLER (UNDER THEIR
PRESENT NAMES AND ANY PREVIOUS NAMES) AS DEBTORS, TOGETHER WITH (A) COPIES OF
SUCH FINANCING STATEMENTS, (B) PAYOFF LETTERS EVIDENCING REPAYMENT IN FULL OF
ALL DEBT TO BE REPAID, THE TERMINATION OF ALL AGREEMENTS RELATING THERETO AND
THE RELEASE OF ALL LIENS GRANTED IN CONNECTION THEREWITH, WITH UNIFORM
COMMERCIAL CODE OR OTHER APPROPRIATE TERMINATION STATEMENTS AND DOCUMENTS
EFFECTIVE TO EVIDENCE THE FOREGOING (OTHER THAN LIENS PERMITTED BY SECTION 11.2)
AND (C) SUCH OTHER UNIFORM COMMERCIAL CODE TERMINATION STATEMENTS AS THE
ADMINISTRATIVE AGENT MAY REASONABLY REQUEST.
12.1.21
FILINGS, REGISTRATIONS AND RECORDINGS.
THE ADMINISTRATIVE AGENT
SHALL HAVE RECEIVED EACH DOCUMENT (INCLUDING UNIFORM COMMERCIAL CODE FINANCING
STATEMENTS) REQUIRED BY THE COLLATERAL DOCUMENTS OR UNDER LAW OR REASONABLY
REQUESTED BY THE ADMINISTRATIVE AGENT TO BE FILED, REGISTERED OR RECORDED IN
ORDER TO CREATE IN FAVOR OF THE ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE
LENDERS, A PERFECTED LIEN ON THE COLLATERAL DESCRIBED THEREIN, PRIOR TO ANY
OTHER LIENS (SUBJECT ONLY TO LIENS PERMITTED PURSUANT TO SECTION 11.2), IN
PROPER FORM FOR FILING, REGISTRATION OR RECORDING.
12.1.22
BORROWING BASE CERTIFICATE.
A BORROWING BASE CERTIFICATE DATED AS OF
THE CLOSING DATE.
12.1.23
CLOSING CERTIFICATE, CONSENTS AND PERMITS.
A CERTIFICATE EXECUTED BY
AN OFFICER OF THE COMPANY ON BEHALF OF THE COMPANY CERTIFYING (A) THE MATTERS
SET FORTH IN SECTION 12.2.1 AS OF THE CLOSING DATE AND (B) THE OCCURRENCE OF THE
CLOSING OF THE RELATED