DATE AND EXECUTED BY THE CHIEF FINANCIAL OFFICER OF THE BORROWER THAT
THE CONDITIONS SET FORTH IN PARAGRAPHS (B) AND (C) OF THIS SECTION 5 HAVE BEEN
SATISFIED.
(E)
THE AGENT SHALL HAVE RECEIVED SUCH LEGAL OPINIONS, BOARD RESOLUTIONS AND
OTHER CLOSING CERTIFICATES, DOCUMENTATION, APPROVALS AND CONSENTS AS SHALL BE
REASONABLY REQUESTED BY THE AGENT, IN EACH CASE CONSISTENT WITH THOSE DELIVERED
ON THE CLOSING DATE UNDER SECTION 4.02 OF THE CREDIT AGREEMENT.
(F)
THE LENDERS AND THE AGENT SHALL HAVE RECEIVED ALL FEES 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
ACQUISITION CLOSING DATE.
(G)
THE AGENT SHALL HAVE RECEIVED THE RESULTS OF RECENT LIEN AND JUDGMENT
SEARCHES IN EACH OF THE JURISDICTIONS CONTEMPLATED BY THE COMPANY PERFECTION
CERTIFICATE (AS DEFINED BELOW), AND SUCH SEARCHES SHALL REVEAL NO MATERIAL
JUDGMENTS AND NO LIENS ON ANY OF THE ASSETS OF THE LOAN PARTIES EXCEPT FOR
PERMITTED LIENS OR LIENS DISCHARGED ON OR PRIOR TO THE ACQUISITION CLOSING DATE
PURSUANT TO THE PAY-OFF LETTER REFERRED TO IN PARAGRAPH (H) BELOW.
(H)
NONE OF THE COMPANY AND ITS SUBSIDIARIES (THE "COMPANY LOAN PARTIES") SHALL
HAVE ANY INDEBTEDNESS FOR BORROWED MONEY OUTSTANDING.
THE AGENT SHALL HAVE A
RECEIVED PAY-OFF LETTER REASONABLY SATISFACTORY TO IT IN RESPECT OF THE
REPAYMENT OF
5
THE COMPANY'S EXISTING CREDIT AGREEMENT, CONFIRMING THAT ALL LIENS UPON ANY OF
THE PROPERTY OF THE COMPANY LOAN PARTIES, IF ANY, WILL BE TERMINATED
CONCURRENTLY WITH SUCH PAYMENT AND ALL LETTERS OF CREDIT ISSUED FOR THE ACCOUNT
OF A COMPANY LOAN PARTY THEREUNDER WILL BE CASH COLLATERALIZED OR SUPPORTED BY A
LETTER OF CREDIT ISSUED UNDER THE CREDIT AGREEMENT.
(I)
THE AGENT SHALL HAVE RECEIVED A CUSTOMARY CERTIFICATE FROM THE CHIEF
FINANCIAL OFFICER OF HOLDINGS CERTIFYING THAT HOLDINGS AND ITS SUBSIDIARIES, ON
A CONSOLIDATED BASIS AFTER GIVING EFFECT TO THE TRANSACTIONS CONTEMPLATED HEREBY
TO OCCUR ON THE ACQUISITION CLOSING DATE, ARE SOLVENT (WITHIN THE MEANING OF
SECTION 3.13 OF THE CREDIT AGREEMENT).
(J)
WITH RESPECT TO EACH COMPANY LOAN PARTY, THE AGENT SHALL HAVE RECEIVED
(I) THE CERTIFICATES REPRESENTING THE SHARES OF CAPITAL STOCK PLEDGED PURSUANT
TO THE GUARANTEE AND COLLATERAL AGREEMENT, TOGETHER WITH AN UNDATED STOCK POWER
FOR EACH SUCH CERTIFICATE EXECUTED IN BLANK BY A DULY AUTHORIZED OFFICER OF THE
PLEDGOR THEREOF AND (II) EACH PROMISSORY NOTE (IF ANY) PLEDGED TO THE AGENT
PURSUANT TO THE GUARANTEE AND COLLATERAL AGREEMENT ENDORSED (WITHOUT RECOURSE)
IN BLANK (OR ACCOMPANIED BY AN EXECUTED TRANSFER FORM IN BLANK) BY THE PLEDGOR
THEREOF.
(K)
WITH RESPECT TO THE COMPANY LOAN PARTIES, (I) THE AGENT SHALL HAVE RECEIVED
A COMPLETED PERFECTION CERTIFICATE (THE "COMPANY PERFECTION CERTIFICATE") DATED
THE ACQUISITION CLOSING DATE AND SIGNED BY A RESPONSIBLE OFFICER OF THE
BORROWER, TOGETHER WITH ALL ATTACHMENTS CONTEMPLATED THEREBY, IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO THE AGENT, (II) EACH DOCUMENT (INCLUDING
ANY UNIFORM COMMERCIAL CODE FINANCING STATEMENT) REQUIRED BY THE COLLATERAL
DOCUMENTS OR UNDER LAW OR REASONABLY REQUESTED