THE AGENT AND
COVERING SUCH OTHER MATTERS RELATING TO THE LOAN DOCUMENTS AND THE TRANSACTIONS
AS THE AGENT SHALL REASONABLY REQUEST.
(C)
FINANCIAL STATEMENTS AND PROJECTIONS.
THE LENDERS SHALL HAVE
RECEIVED (I) THE FINANCIAL STATEMENTS AND OPINION REFERRED TO IN
SECTION 3.04(A) AND (B) AND (II) PROJECTIONS IN CUSTOMARY FORM FOR THE COMPANY
AND ITS SUBSIDIARIES ON A PRO FORMA BASIS FOR COMPLETION OF THE TRANSACTIONS FOR
THE FISCAL YEARS 2010 THROUGH 2013 AND FOR EACH OF THE TWELVE FISCAL MONTHS OF
FISCAL 2010.
(D)
CLOSING CERTIFICATES; CERTIFIED CERTIFICATE OF INCORPORATION; GOOD
STANDING CERTIFICATES.
THE AGENT SHALL HAVE RECEIVED (I) A CERTIFICATE OF EACH
LOAN PARTY, DATED THE EFFECTIVE DATE AND EXECUTED BY ITS SECRETARY OR ASSISTANT
SECRETARY (OR, IN THE CASE OF NM NEVADA TRUST, ITS CLERK), 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.
(E)
NO DEFAULT, ETC. CERTIFICATE.
THE AGENT SHALL HAVE RECEIVED A
CERTIFICATE, SIGNED BY THE CHIEF FINANCIAL OFFICER OF THE COMPANY, DATED THE
EFFECTIVE DATE (I) STATING THAT NO DEFAULT HAS OCCURRED AND IS CONTINUING,
(II) STATING THAT THE REPRESENTATIONS AND WARRANTIES OF THE LOAN PARTIES
CONTAINED IN THE LOAN DOCUMENTS ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS
(OR, IF QUALIFIED BY MATERIALITY OR MATERIAL ADVERSE EFFECT, IN ALL RESPECTS) AS
OF SUCH DATE AND (III) CERTIFYING TO THE ACCURACY OF THE INFORMATION DELIVERED
TO THE AGENT AND THE LENDERS PURSUANT TO SECTION 2.21(A), SECTION 2.21(B),
SECTION 2.21(C) AND SECTION 3.14.
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(F)
FEES.
THE LENDERS, THE JOINT LEAD ARRANGERS, THE CO-COLLATERAL
AGENTS AND THE AGENT SHALL HAVE RECEIVED ALL FEES THAT HAVE ACCRUED OR ARE
REQUIRED TO BE PAID, AND ALL EXPENSES FOR WHICH INVOICES HAVE BEEN PRESENTED
(INCLUDING THE REASONABLE DOCUMENTED FEES AND EXPENSES OF LEGAL COUNSEL), ON OR
BEFORE THE EFFECTIVE DATE.
(G)
LIEN AND JUDGMENT SEARCHES.
THE AGENT SHALL HAVE RECEIVED THE
RESULTS OF RECENT LIEN AND JUDGMENT SEARCHES IN EACH OF THE JURISDICTIONS
CONTEMPLATED BY THE PERFECTION CERTIFICATE, AND SUCH SEARCH SHALL REVEAL NO
MATERIAL JUDGMENTS AND NO LIENS ON ANY OF THE ASSETS OF THE LOAN PARTIES EXCEPT
FOR LIENS PERMITTED BY SECTION 6.02 OR LIENS DISCHARGED ON OR PRIOR TO THE
EFFECTIVE DATE PURSUANT TO DOCUMENTATION REASONABLY SATISFACTORY TO THE AGENT.
(H)
INTERCREDITOR AGREEMENT.
THE AGENT, THE EXISTING AGENT AND THE
TERM LOAN AGENT AND THE