REASONABLY REQUEST (INCLUDING
WITHOUT LIMITATION, TAX IDENTIFICATION NUMBERS AND ADDRESSES).
(G)
THE LOAN PARTIES SHALL BE IN FULL COMPLIANCE WITH ALL
ELEMENTS OF THE COLLATERAL AND GUARANTEE REQUIREMENT REQUIRED TO BE SATISFIED ON
THE AMENDMENT EFFECTIVE DATE, AND THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A
COMPLETED PERFECTION CERTIFICATE, DATED THE AMENDMENT EFFECTIVE DATE AND SIGNED
BY A RESPONSIBLE OFFICER OF THE COMPANY, TOGETHER WITH ALL ATTACHMENTS
CONTEMPLATED THEREBY.
(H)
ON THE AMENDMENT EFFECTIVE DATE, AFTER GIVING EFFECT TO THE
TRANSACTIONS CONTEMPLATED HEREBY, HOLDINGS SHALL HAVE OUTSTANDING NO
INDEBTEDNESS OTHER THAN INDEBTEDNESS UNDER THE HOLDINGS CREDIT AGREEMENT, THE
TERM LOAN CREDIT AGREEMENT OR THE AMENDED CREDIT AGREEMENT, AND THE BORROWERS
AND THE SUBSIDIARIES SHALL HAVE OUTSTANDING NO INDEBTEDNESS OTHER THAN (I) THE
LOANS AND OTHER EXTENSIONS OF CREDIT UNDER THE AMENDED CREDIT AGREEMENT, (II)
THE SENIOR SUBORDINATED NOTES, (III) THE
7
SECOND LIEN NOTES, (IV) THE TERM LOANS, (V) THE FIRST PRIORITY NOTES, AND (VI)
OTHER INDEBTEDNESS PERMITTED PURSUANT TO SECTION 6.01 OF THE AMENDED CREDIT
AGREEMENT.
(I)
THE LENDERS SHALL HAVE RECEIVED A SOLVENCY CERTIFICATE
SUBSTANTIALLY IN THE FORM ATTACHED TO THE AMENDED CREDIT AGREEMENT AND SIGNED BY
THE CHIEF FINANCIAL OFFICER OF THE COMPANY CONFIRMING THE SOLVENCY OF THE
COMPANY AND ITS SUBSIDIARIES ON A CONSOLIDATED BASIS ON THE AMENDMENT EFFECTIVE
DATE.
(J)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED FROM A
FINANCIAL OFFICER OF THE COMPANY, AN OFFICER'S CERTIFICATE TO THE EFFECT THAT
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AMENDMENT, THE AMENDED CREDIT
AGREEMENT AND THE OTHER LOAN DOCUMENTS BY THE LOAN PARTIES, AND THE INCURRENCE
OF INDEBTEDNESS UNDER THE REVOLVING FACILITY AND THE INCURRENCE OF THE LIENS
PURSUANT TO THE LOAN DOCUMENTS, WILL NOT CONFLICT WITH, RESULT IN A BREACH OF OR
CONSTITUTE A DEFAULT UNDER, OR GIVE RISE TO A RIGHT OF, OR RESULT IN, ANY
CANCELLATION OR ACCELERATION UNDER, ANY INDENTURE, CREDIT OR LOAN AGREEMENT OR
OTHER DOCUMENTS OR INSTRUMENTS TO WHICH ANY LOAN PARTY IS PARTY WITH RESPECT TO
ANY MATERIAL INDEBTEDNESS, WHICH CERTIFICATE SHALL INCLUDE REASONABLY DETAILED
BACKUP CALCULATIONS, IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE
ADMINISTRATIVE AGENT, DEMONSTRATING SUCH ABSENCE OF CONFLICT.
(K)
THE AGENTS SHALL HAVE RECEIVED ALL FEES PAYABLE THERETO OR TO
ANY LENDER ON OR PRIOR TO THE AMENDMENT EFFECTIVE DATE AND, TO THE EXTENT
INVOICED AT LEAST 2 BUSINESS DAYS PRIOR TO THE AMENDMENT EFFECTIVE DATE, ALL
OTHER AMOUNTS DUE AND PAYABLE PURSUANT TO THE LOAN DOCUMENTS ON OR PRIOR TO THE
AMENDMENT EFFECTIVE DATE, INCLUDING, TO THE EXTENT INVOICED, REIMBURSEMENT OR
PAYMENT OF ALL REASONABLE OUT‐OF‐POCKET EXPENSES (INCLUDING REASONABLE FEES,
CHARGES AND DISBURSEMENTS OF SHEARMAN & STERLING LLP AND LOCAL COUNSEL) REQUIRED
TO BE REIMBURSED OR PAID BY THE LOAN PARTIES HEREUNDER OR UNDER ANY LOAN
DOCUMENT.
For purposes of determining compliance with the conditions specified above, each
Lender shall be deemed to have consented to, approved or accepted or to be
satisfied with each document or other matter required thereunder to be consented
to or approved by or acceptable or satisfactory to the Lenders