ONE OR MORE ACCOUNT CONTROL AGREEMENTS (AS DEFINED BELOW), IN FORM
AND SUBSTANCE REASONABLY ACCEPTABLE TO AGENT, DULY EXECUTED BY THE APPLICABLE
LOAN PARTIES AND THE APPLICABLE DEPOSITORY OR FINANCIAL INSTITUTION, FOR EACH
DEPOSIT AND SECURITIES ACCOUNT LISTED ON THE PERFECTION CERTIFICATE;
(M)
A DISBURSEMENT INSTRUCTION LETTER, IN FORM AND SUBSTANCE SATISFACTORY
TO AGENT, EXECUTED BY EACH LOAN PARTY, AGENT AND EACH LENDER (THE "DISBURSEMENT
LETTER");
(N)
ALL OTHER DOCUMENTS AND INSTRUMENTS AS AGENT AND LENDERS MAY
REASONABLY DEEM NECESSARY TO EFFECTUATE THE INTENT AND PURPOSE OF THIS AGREEMENT
(TOGETHER WITH THE AGREEMENT, NOTE, THE PERFECTION CERTIFICATE, THE SECRETARY'S
CERTIFICATE AND THE DISBURSEMENT LETTER, ANY GUARANTY AGREEMENT FROM TIME TO
TIME DELIVERED IN CONNECTION WITH THIS AGREEMENT, AND ALL OTHER AGREEMENTS,
INSTRUMENTS, DOCUMENTS AND CERTIFICATES EXECUTED AND/OR DELIVERED BY A LOAN
PARTY TO OR IN FAVOR OF AGENT FROM TIME TO TIME IN CONNECTION WITH THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, THE "DEBT DOCUMENTS"); AND
(O)
AGENT AND LENDERS SHALL HAVE RECEIVED THE FEES REQUIRED TO BE PAID
BY BORROWER, IF ANY, IN THE RESPECTIVE AMOUNTS SPECIFIED IN SECTION 2.7, AND
BORROWER SHALL HAVE REIMBURSED AGENT AND LENDERS FOR ALL FEES, COSTS AND
EXPENSES OF CLOSING PRESENTED AS OF THE DATE OF THIS AGREEMENT.
10
CONFIDENTIAL INFORMATION, INDICATED BY [***], HAS BEEN OMITTED FROM THIS FILING
AND FILED SEPARATELY WITH THE SECURITIES EXCHANGE COMMISSION
4.2.
CONDITIONS PRECEDENT TO ALL TERM LOANS.
NO LENDER SHALL BE OBLIGATED
TO MAKE ANY TERM LOAN, INCLUDING THE TERM LOAN A, UNLESS THE FOLLOWING
ADDITIONAL CONDITIONS HAVE BEEN SATISFIED:
(A)
(I) ALL REPRESENTATIONS AND WARRANTIES IN SECTION 5 BELOW SHALL BE
TRUE AS OF THE DATE OF SUCH TERM LOAN, EXCEPT TO THE EXTENT SUCH REPRESENTATIONS
AND WARRANTIES EXPRESSLY RELATE TO AN EARLIER DATE, IN WHICH CASE SUCH
REPRESENTATIONS AND WARRANTIES WERE TRUE AND CORRECT ON AND AS OF SUCH EARLIER
DATE; (II) NO EVENT OF DEFAULT OR ANY OTHER EVENT, WHICH WITH THE GIVING OF
NOTICE OR THE PASSAGE OF TIME, OR BOTH, WOULD CONSTITUTE AN EVENT OF DEFAULT
(SUCH EVENT, A "DEFAULT") HAS OCCURRED AND IS CONTINUING OR WILL RESULT FROM THE
MAKING OF ANY TERM LOAN, AND (III) AGENT SHALL HAVE RECEIVED A CERTIFICATE FROM
AN AUTHORIZED OFFICER OF EACH LOAN PARTY CONFIRMING EACH OF THE FOREGOING;
(B)
AGENT SHALL HAVE RECEIVED THE REDELIVERY OR SUPPLEMENTAL DELIVERY OF
THE ITEMS SET FORTH IN THE FOLLOWING SECTIONS ONLY TO THE EXTENT CIRCUMSTANCES
HAVE CHANGED SINCE THE FUNDING OF THE TERM LOAN A:
SECTIONS 4.1(B), (E), (F),
(G), (H), (I), (K) AND (M); AND
(c)
with respect to all Term Loans, Agent shall have received copies of
such other documents, agreements, instruments or information as Agent or any
Lender shall reasonably request.
4.3.
ADDITIONAL CONDITIONS PRECEDENT TO TERM LOAN B AND TERM LOAN C.
NO
LENDER SHALL BE OBLIGATED TO MAKE THE TERM LOAN B OR THE TERM LOAN C,
RESPECTIVELY, UNLESS THE FOLLOWING ADDITIONAL CONDITIONS HAVE BEEN SATISFIED:
(A)
WITH RESPECT TO EACH OF THE TERM LOAN B AND THE TERM