ADOPTED BY
THE BOARD OF DIRECTORS OR OTHER GOVERNING BODY OF SUCH CREDIT PARTY AUTHORIZING
THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH IT IS A
PARTY, AND (D) EACH CERTIFICATE REQUIRED TO BE DELIVERED PURSUANT TO SECTION
5.2(B)(III).
(III)
CERTIFICATES OF GOOD STANDING.
CERTIFICATES AS OF A RECENT DATE
OF THE GOOD STANDING OF EACH CREDIT PARTY UNDER THE LAWS OF ITS JURISDICTION OF
ORGANIZATION AND, TO THE EXTENT REQUESTED BY THE ADMINISTRATIVE AGENT, EACH
OTHER JURISDICTION WHERE SUCH CREDIT PARTY IS QUALIFIED TO DO BUSINESS AND, TO
THE EXTENT AVAILABLE, A CERTIFICATE OF THE RELEVANT TAXING AUTHORITIES OF SUCH
JURISDICTIONS CERTIFYING THAT SUCH CREDIT PARTY HAS FILED REQUIRED TAX RETURNS
AND OWES NO DELINQUENT TAXES.
(IV)
OPINIONS OF COUNSEL.
FAVORABLE OPINIONS OF COUNSEL TO THE CREDIT
PARTIES ADDRESSED TO THE ADMINISTRATIVE AGENT AND THE LENDERS WITH RESPECT TO
THE CREDIT PARTIES, THE LOAN DOCUMENTS AND SUCH OTHER MATTERS AS THE LENDERS
SHALL REQUEST.
(V)
TAX FORMS.
COPIES OF THE UNITED STATES INTERNAL REVENUE SERVICE
FORMS REQUIRED BY SECTION 4.11(E).
(C)
P&H ACQUISITION.
(I)
P&H PURCHASE AGREEMENT.
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED THE P&H PURCHASE AGREEMENT AND SUCH ADDITIONAL DOCUMENTS AND
INFORMATION RELATING TO THE P&H ACQUISITION AS THE ADMINISTRATIVE AGENT SHALL
REASONABLY REQUEST, EACH OF WHICH SHALL BE IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT.
(II)
P&H ACQUISITION.
THE P&H ACQUISITION SHALL HAVE BEEN CONSUMMATED
(OR WILL BE CONSUMMATED SIMULTANEOUSLY WITH THE EXECUTION AND DELIVERY OF THIS
AGREEMENT) IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE P&H PURCHASE
AGREEMENT AND NO PROVISION OF THE P&H PURCHASE AGREEMENT SHALL HAVE BEEN AMENDED
OR WAIVED BY ANY PARTY THERETO WITHOUT THE PRIOR WRITTEN CONSENT OF THE
ADMINISTRATIVE AGENT.
46
(III)
GOVERNMENTAL AND THIRD PARTY APPROVALS.
THE ADMINISTRATIVE AGENT
SHALL HAVE RECEIVED EVIDENCE SATISFACTORY THERETO THAT ALL GOVERNMENTAL,
SHAREHOLDER AND THIRD PARTY CONSENTS AND APPROVALS NECESSARY IN CONNECTION WITH
THE P&H ACQUISITION (INCLUDING, WITHOUT LIMITATION, ANY APPROVALS REQUIRED UNDER
THE HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT OF 1976, AS AMENDED) SHALL HAVE
BEEN OBTAINED AND REMAIN IN EFFECT.
(D)
CONSENTS; DEFAULTS.
(I)
GOVERNMENTAL AND THIRD PARTY APPROVALS.
THE CREDIT PARTIES SHALL
HAVE RECEIVED ALL MATERIAL GOVERNMENTAL, SHAREHOLDER AND THIRD PARTY CONSENTS
AND APPROVALS NECESSARY (OR ANY OTHER MATERIAL CONSENTS AS DETERMINED IN THE
REASONABLE DISCRETION OF THE ADMINISTRATIVE AGENT) IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE
OTHER TRANSACTIONS CONTEMPLATED HEREBY AND ALL APPLICABLE WAITING PERIODS SHALL
HAVE EXPIRED WITHOUT ANY ACTION BEING TAKEN BY ANY PERSON THAT COULD REASONABLY
BE EXPECTED TO RESTRAIN, PREVENT OR IMPOSE ANY MATERIAL ADVERSE CONDITIONS ON
ANY OF THE CREDIT PARTIES OR SUCH OTHER TRANSACTIONS OR THAT COULD SEEK OR
THREATEN ANY OF THE FOREGOING, AND NO LAW OR REGULATION SHALL BE APPLICABLE
WHICH IN THE REASONABLE JUDGMENT OF THE ADMINISTRATIVE AGENT COULD REASONABLY BE
EXPECTED TO HAVE SUCH EFFECT.
(II)
NO INJUNCTION, ETC.
NO ACTION, PROCEEDING, INVESTIGATION,
REGULATION OR LEGISLATION