ADMINISTRATIVE AGENT MAY REASONABLY REQUEST.
(C)
OFFICERS' CERTIFICATE.
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED A CERTIFICATE, DATED THE CLOSING DATE AND SIGNED BY THE CHIEF EXECUTIVE
OFFICER, THE CHIEF FINANCIAL OFFICER OR AN EQUIVALENT SENIOR OFFICER OF EACH
BORROWER, CONFIRMING COMPLIANCE WITH THE CONDITIONS PRECEDENT SET FORTH IN THIS
SECTION 4.01 AND SECTIONS 4.02(B), (C) AND (D).
(D)
FINANCINGS AND OTHER TRANSACTIONS, ETC.
(I)
THE TRANSACTIONS SHALL HAVE BEEN CONSUMMATED OR SHALL BE CONSUMMATED
SIMULTANEOUSLY ON THE CLOSING DATE, IN EACH CASE IN ALL MATERIAL RESPECTS IN
ACCORDANCE WITH THE TERMS HEREOF AND THE TERMS OF THE LOAN DOCUMENTS, WITHOUT
THE WAIVER OR AMENDMENT OF ANY SUCH
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TERMS NOT APPROVED BY THE ADMINISTRATIVE AGENT AND THE ARRANGERS OTHER THAN ANY
WAIVER OR AMENDMENT THEREOF THAT IS NOT MATERIALLY ADVERSE TO THE INTERESTS OF
THE LENDERS.
(II)
THE LENDERS SHALL BE REASONABLY SATISFIED WITH THE MANAGEMENT,
CAPITALIZATION, THE TERMS AND CONDITIONS OF ANY EQUITY ARRANGEMENTS AND THE
CORPORATE OR OTHER ORGANIZATIONAL STRUCTURE OF THE COMPANIES (AFTER GIVING
EFFECT TO THE TRANSACTIONS) AND ANY INDEMNITIES, EMPLOYMENT AND OTHER
ARRANGEMENTS ENTERED INTO IN CONNECTION WITH THE TRANSACTIONS.
(III)
THE REFINANCING SHALL HAVE BEEN CONSUMMATED IN FULL TO THE REASONABLE
SATISFACTION OF THE LENDERS WITH ALL LIENS IN FAVOR OF THE EXISTING LENDERS
BEING UNCONDITIONALLY RELEASED; THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A
"PAY-OFF" LETTER IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT WITH RESPECT TO ALL DEBT BEING REFINANCED IN THE
REFINANCING; AND THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED FROM ANY PERSON
HOLDING ANY LIEN SECURING ANY SUCH DEBT, SUCH UCC TERMINATION STATEMENTS,
MORTGAGE RELEASES, RELEASES OF ASSIGNMENTS OF LEASES AND RENTS, RELEASES OF
SECURITY INTERESTS IN INTELLECTUAL PROPERTY AND OTHER INSTRUMENTS, IN EACH CASE
IN PROPER FORM FOR RECORDING, AS THE ADMINISTRATIVE AGENT SHALL HAVE REASONABLY
REQUESTED TO RELEASE AND TERMINATE OF RECORD THE LIENS SECURING SUCH DEBT.
(E)
FINANCIAL STATEMENTS; PRO FORMA BALANCE SHEET; PROJECTIONS.
THE
LENDERS SHALL HAVE RECEIVED AND SHALL BE SATISFIED WITH THE FORM AND SUBSTANCE
OF THE FINANCIAL STATEMENTS DESCRIBED IN SECTION 3.04 AND WITH THE FORECASTS OF
THE FINANCIAL PERFORMANCE OF THE US BORROWER AND ITS SUBSIDIARIES.
(F)
INDEBTEDNESS AND MINORITY INTERESTS.
AFTER GIVING EFFECT TO THE
TRANSACTIONS AND THE OTHER TRANSACTIONS CONTEMPLATED HEREBY, NO COMPANY SHALL
HAVE OUTSTANDING ANY INDEBTEDNESS OR PREFERRED STOCK OTHER THAN (I) THE LOANS
AND CREDIT EXTENSIONS HEREUNDER, (II) THE INDEBTEDNESS LISTED ON
SCHEDULE 6.01(B) AND (III) INDEBTEDNESS OWED TO ANY BORROWER OR ANY GUARANTOR.
(G)
OPINIONS OF COUNSEL.
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED, ON BEHALF OF ITSELF, THE OTHER AGENTS, THE ARRANGERS, THE LENDERS AND
THE ISSUING BANK, A FAVORABLE WRITTEN OPINION OF (I) PAUL, HASTINGS, JANOFSKY &
WALKER, LLP, SPECIAL COUNSEL FOR THE LOAN PARTIES, AND (II) EACH LOCAL AND
FOREIGN COUNSEL LISTED ON SCHEDULE 4.01(G), IN EACH CASE (A) DATED THE CLOSING
DATE, (B) ADDRESSED TO THE AGENTS, THE ISSUING BANK AND THE LENDERS AND
(C) COVERING THE MATTERS SET FORTH IN EXHIBIT N AND SUCH OTHER MATTERS RELATING
TO THE LOAN DOCUMENTS