PARTY HAS SIGNED A COUNTERPART OF THIS AGREEMENT AND (II) DULY EXECUTED COPIES
OF THE LOAN DOCUMENTS AND SUCH OTHER CERTIFICATES, DOCUMENTS, INSTRUMENTS AND
AGREEMENTS AS THE ADMINISTRATIVE
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Agent shall reasonably request in connection with the transactions contemplated
by this Agreement and the other Loan Documents, including any promissory notes
requested by a Lender pursuant to Section 2.10 payable to the order of each such
requesting Lender and written opinions of the Loan Parties' counsels, addressed
to the Administrative Agent, the Issuing Bank and the Lenders in substantially
the form of Exhibit B, all in form and substance satisfactory to the
Administrative Agent and its counsel and as further described in the list of
closing documents attached as Exhibit F.
(B)
FINANCIAL STATEMENTS AND PROJECTIONS.
THE LENDERS SHALL HAVE RECEIVED
(I) SATISFACTORY AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF HOLDINGS AND THE
BORROWER FOR THE 2007 AND 2008 FISCAL YEARS, (II) SATISFACTORY UNAUDITED INTERIM
CONSOLIDATED FINANCIAL STATEMENTS OF HOLDINGS AND THE BORROWER FOR EACH FISCAL
QUARTERLY PERIOD ENDED AFTER THE DATE OF THE LATEST APPLICABLE FINANCIAL
STATEMENTS DELIVERED PURSUANT TO CLAUSE (I) OF THIS PARAGRAPH AND (III) THE
BORROWER'S MOST RECENT PROJECTED INCOME STATEMENT, BALANCE SHEET AND CASH FLOWS,
PREPARED ON A QUARTERLY BASIS FOR THE 2009 AND 2010 FISCAL YEARS AND ON AN
ANNUAL BASIS FOR THE 2011 AND 2012 FISCAL YEARS (INCLUDING, WITHOUT LIMITATION,
A REASONABLY DETAILED DESCRIPTION OF THE ASSUMPTIONS USED IN PREPARING SUCH
PROJECTIONS), ALL IN FORM AND DETAIL REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT.
(C)
CLOSING CERTIFICATES; CERTIFIED CERTIFICATE OF INCORPORATION; GOOD STANDING
CERTIFICATES.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED (I) A CERTIFICATE OF
EACH LOAN PARTY, DATED THE EFFECTIVE DATE AND EXECUTED BY ITS SECRETARY OR
ASSISTANT SECRETARY, WHICH SHALL (A) CERTIFY THE RESOLUTIONS OF ITS BOARD OF
DIRECTORS, MEMBERS OR OTHER BODY AUTHORIZING THE EXECUTION, DELIVERY AND
PERFORMANCE OF THE LOAN DOCUMENTS TO WHICH IT IS A PARTY, (B) IDENTIFY BY NAME
AND TITLE AND BEAR THE SIGNATURES OF THE FINANCIAL OFFICERS AND ANY OTHER
OFFICERS OF SUCH LOAN PARTY AUTHORIZED TO SIGN THE LOAN DOCUMENTS TO WHICH IT IS
A PARTY, AND (C) CONTAIN APPROPRIATE ATTACHMENTS, INCLUDING THE CERTIFICATE OR
ARTICLES OF INCORPORATION OR ORGANIZATION OF EACH LOAN PARTY CERTIFIED BY THE
RELEVANT AUTHORITY OF THE JURISDICTION OF ORGANIZATION OF SUCH LOAN PARTY AND A
TRUE AND CORRECT COPY OF ITS BY LAWS OR OPERATING, MANAGEMENT OR PARTNERSHIP
AGREEMENT, AND (II) A GOOD STANDING CERTIFICATE FOR EACH LOAN PARTY FROM ITS
JURISDICTION OF ORGANIZATION.
(D)
NO DEFAULT CERTIFICATE.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A
CERTIFICATE, SIGNED BY THE CHIEF FINANCIAL OFFICER OF HOLDINGS, ON THE INITIAL
BORROWING DATE (I) STATING THAT NO DEFAULT HAS OCCURRED AND IS CONTINUING,
(II) STATING THAT THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE III
ARE TRUE AND CORRECT AS OF SUCH DATE, AND (III) CERTIFYING ANY OTHER FACTUAL
MATTERS AS MAY BE REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT.
(E)
FEES.
THE LENDERS AND THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED ALL
FEES REQUIRED TO BE PAID, AND