AND SATISFIED ALL CONDITIONS WHICH THIS AGREEMENT PROVIDES SHALL BE PERFORMED OR
SATISFIED BY IT ON OR BEFORE THE CLOSING DATE EXCEPT AS OTHERWISE DISCLOSED TO
AND AGREED TO IN WRITING BY ADMINISTRATIVE AGENT AND LENDERS; PROVIDED THAT, IF
A COVENANT OR CONDITION IS QUALIFIED AS TO MATERIALITY, THE APPLICABLE
MATERIALITY QUALIFIER SET FORTH ABOVE SHALL BE DISREGARDED WITH RESPECT TO SUCH
COVENANT OR CONDITION FOR PURPOSES OF THIS CONDITION; AND (III) THERE SHALL HAVE
OCCURRED SINCE DECEMBER 30, 2006, NO MATERIAL ADVERSE CHANGE IN THE BUSINESS,
OPERATIONS, LIABILITIES, PROPERTIES, ASSETS OR FINANCIAL CONDITION OF HOLDINGS,
COMPANY AND ITS SUBSIDIARIES, TAKEN AS A WHOLE.
E.
FINANCIAL STATEMENTS.
ON OR BEFORE THE CLOSING DATE, LENDERS
SHALL HAVE RECEIVED FROM COMPANY (I) A CONSOLIDATED BALANCE SHEET OF HOLDINGS
AND ITS SUBSIDIARIES AS AT MARCH 31, 2007, PREPARED IN ACCORDANCE WITH GAAP, AND
(II) PROJECTED FINANCIAL STATEMENTS CONSISTING OF CONSOLIDATED BALANCE SHEETS
AND STATEMENTS OF INCOME OF HOLDINGS AND ITS SUBSIDIARIES FOR FISCAL YEARS 2007
THROUGH AND INCLUDING 2011 (IT BEING UNDERSTOOD THAT PROJECTIONS ARE SUBJECT TO
SIGNIFICANT UNCERTAINTIES AND CONTINGENCIES, MANY OF WHICH ARE BEYOND COMPANY'S
AND HOLDINGS' CONTROL, AND THAT NO ASSURANCE CAN BE GIVEN THAT THE PROJECTIONS
WILL BE REALIZED).
F.
OPINIONS OF COUNSEL TO LOAN PARTIES.
LENDERS SHALL HAVE RECEIVED
ORIGINALLY EXECUTED COPIES OF ONE OR MORE FAVORABLE WRITTEN OPINIONS OF
PROSKAUER ROSE LLP, COUNSEL FOR LOAN PARTIES, IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO ADMINISTRATIVE AGENT AND LENDERS, DATED AS OF THE CLOSING DATE
AND SETTING FORTH SUBSTANTIALLY THE MATTERS IN THE OPINIONS DESIGNATED IN
EXHIBIT VIII ANNEXED HERETO AND AS TO SUCH OTHER MATTERS AS ADMINISTRATIVE AGENT
OR LENDERS MAY REASONABLY REQUEST (THIS AGREEMENT CONSTITUTING A WRITTEN REQUEST
BY COMPANY TO SUCH COUNSEL TO DELIVER SUCH OPINIONS TO LENDERS).
80
G.
TERMINATION OF EXISTING CREDIT DOCUMENTS.
ADMINISTRATIVE AGENT
AND LENDERS SHALL HAVE RECEIVED EVIDENCE SATISFACTORY TO THEM OF THE TERMINATION
OF THE EXISTING CREDIT DOCUMENTS, THE REPAYMENT IN FULL OF ALL LOANS THEREUNDER
AND THE TERMINATION OF ALL LIENS GRANTED THEREUNDER (OR THE DELIVERY OF A PAYOFF
LETTER PROVIDING FOR THE TERMINATION OF SUCH LIENS, IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT AND LENDERS).
H.
EVIDENCE OF INSURANCE.
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A
CERTIFICATE FROM COMPANY'S INSURANCE BROKER OR OTHER EVIDENCE SATISFACTORY TO IT
AND TO LENDERS THAT ALL INSURANCE REQUIRED TO BE MAINTAINED PURSUANT TO
SUBSECTION 6.4 IS IN FULL FORCE AND EFFECT AND THAT ADMINISTRATIVE AGENT ON
BEHALF OF LENDERS HAS BEEN NAMED AS ADDITIONAL INSURED AND/OR LOSS PAYEE
THEREUNDER TO THE EXTENT REQUIRED UNDER SUBSECTION 6.4.
I.
NECESSARY GOVERNMENTAL AUTHORIZATIONS AND CONSENTS; EXPIRATION
OF WAITING PERIODS, ETC.
EXCEPT FOR EXCEPTIONS TO THE FOLLOWING THAT,
INDIVIDUALLY OR IN THE AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT, COMPANY SHALL HAVE OBTAINED ALL GOVERNMENTAL
AUTHORIZATIONS AND ALL CONSENTS OF OTHER PERSONS, IN EACH CASE THAT ARE
NECESSARY OR ADVISABLE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THE
LOAN DOCUMENTS AND THE CONTINUED OPERATION OF THE BUSINESS CONDUCTED