THAT
ARE NECESSARY
37
OR ADVISABLE IN CONNECTION WITH THE TRANSACTIONS AND EACH OF THE FOREGOING SHALL
BE IN FULL FORCE AND EFFECT AND IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
THE ADMINISTRATIVE AGENT.
ALL APPLICABLE WAITING PERIODS SHALL HAVE EXPIRED
WITHOUT ANY ACTION BEING TAKEN OR THREATENED BY ANY COMPETENT AUTHORITY WHICH
WOULD RESTRAIN, PREVENT OR OTHERWISE IMPOSE ADVERSE CONDITIONS ON THE
TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS OR THE FINANCING THEREOF AND NO
ACTION, REQUEST FOR STAY, PETITION FOR REVIEW OR REHEARING, RECONSIDERATION, OR
APPEAL WITH RESPECT TO ANY OF THE FOREGOING SHALL BE PENDING, AND THE TIME FOR
ANY APPLICABLE AGENCY TO TAKE ACTION TO SET ASIDE ITS CONSENT ON ITS OWN MOTION
SHALL HAVE EXPIRED.
(K)
THERE SHALL NOT EXIST ANY ACTION, SUIT, INVESTIGATION, LITIGATION
OR PROCEEDING OR OTHER LEGAL OR REGULATORY DEVELOPMENTS, PENDING OR THREATENED
IN ANY COURT OR BEFORE ANY ARBITRATOR OR GOVERNMENTAL AUTHORITY THAT, IN THE
REASONABLE OPINION OF ADMINISTRATIVE AGENT, SINGLY OR IN THE AGGREGATE,
MATERIALLY IMPAIRS THE TRANSACTIONS, THE FINANCING THEREOF OR ANY OF THE OTHER
TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS OR THAT COULD HAVE A MATERIAL
ADVERSE EFFECT.
(L)
ALL PARTNERSHIP, CORPORATE AND OTHER PROCEEDINGS TAKEN OR TO BE
TAKEN IN CONNECTION WITH THE TRANSACTIONS AND ALL DOCUMENTS INCIDENTAL THERETO
SHALL BE REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO ADMINISTRATIVE AGENT
AND ITS COUNSEL, AND ADMINISTRATIVE AGENT AND SUCH COUNSEL SHALL HAVE RECEIVED
ALL SUCH COUNTERPART ORIGINALS OR CERTIFIED COPIES OF SUCH DOCUMENTS AS
ADMINISTRATIVE AGENT MAY REASONABLY REQUEST.
(M)
THE ADMINISTRATIVE AGENT AND THE LENDERS SHALL HAVE RECEIVED THE
UNAUDITED FINANCIAL STATEMENTS DESCRIBED IN SECTION 4.04(A).
(N)
THE BORROWER SHALL HAVE DELIVERED TO THE ADMINISTRATIVE AGENT A
DESCRIPTION OF THE SOURCES AND USES OF FUNDING FOR THE TRANSACTIONS THAT IS
CONSISTENT WITH THE TERMS OF THE LOAN DOCUMENTS AND OTHERWISE SATISFACTORY TO
THE ADMINISTRATIVE AGENT AND THE ARRANGER AND THE CAPITALIZATION, STRUCTURE AND
EQUITY OWNERSHIP OF THE BORROWER AFTER THE TRANSACTIONS SHALL BE SATISFACTORY TO
THE LENDERS IN ALL RESPECTS.
(O)
THE REVOLVING AGENT, THE CREDIT PARTIES AND THE LENDERS PARTY TO
THE REVOLVING FACILITY (OR AT LEAST THE REQUIRED PERCENTAGE THEREOF) SHALL HAVE
EXECUTED AND DELIVERED THE THIRD AMENDMENT TO THE REVOLVING FACILITY AND A DULY
EXECUTED COPY THEREOF SHALL HAVE BEEN DELIVERED TO THE ADMINISTRATIVE AGENT.
(P)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED SATISFACTORY EVIDENCE
THAT CONTEMPORANEOUS WITH THE FUNDING OF THE LOANS ON THE EFFECTIVE DATE, THE
PRIOR TERM LOAN CREDIT AGREEMENT WILL BE TERMINATED AND ALL OBLIGATIONS OWING TO
ANY LENDER, AGENT OR ANY OTHER PERSON THEREUNDER SHALL HAVE BEEN PAID IN FULL
AND ALL COMMITMENTS OF ANY LENDER, AGENT OR ANY OTHER PERSON THEREUNDER TO MAKE
ANY FUTURE LOANS SHALL HAVE BEEN TERMINATED.
(Q)
THE REPRESENTATIONS AND WARRANTIES OF EACH CREDIT PARTY SET FORTH
IN THE LOAN DOCUMENTS SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND
AS OF THE EFFECTIVE DATE.
38
(R)
AT THE TIME OF AND IMMEDIATELY AFTER GIVING EFFECT TO THE LOANS
MADE ON THE