CONFORMING TO THE REQUIREMENTS HEREOF AND EXECUTED AND
DELIVERED BY A DULY AUTHORIZED OFFICER OF EACH RELEVANT BORROWER.
(B) PRO FORMA BALANCE SHEET; FINANCIAL STATEMENTS.
THE LENDERS SHALL HAVE
RECEIVED (I) THE PRO FORMA BALANCE SHEET, (II) THE AUDITED CONSOLIDATED
FINANCIAL STATEMENTS DESCRIBED IN SECTION 6.1(B) AND (III) THE UNAUDITED INTERIM
CONSOLIDATED FINANCIAL STATEMENTS DESCRIBED IN SECTION 6.1(C).
(C) APPROVALS.
ALL MATERIAL GOVERNMENTAL AUTHORITY AND THIRD PARTY APPROVALS
NECESSARY OR, IN THE REASONABLE DISCRETION OF THE ADMINISTRATIVE AGENT,
ADVISABLE TO BE OBTAINED BY HOLDINGS OR ANY OF ITS SUBSIDIARIES IN CONNECTION
WITH THE TRANSACTIONS CONTEMPLATED HEREBY SHALL HAVE BEEN OBTAINED AND BE IN
FULL FORCE AND EFFECT.
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(D) RELATED AGREEMENTS.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED (IN A FORM
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT) TRUE AND CORRECT COPIES,
CERTIFIED AS TO AUTHENTICITY BY PARENT OR HOLDINGS, OF THE INDENTURES, THE
PARTNERSHIP PARKS AGREEMENTS, THE MARINE WORLD AGREEMENTS, THE SHARED SERVICES
AGREEMENT, THE TAX SHARING AGREEMENT AND SUCH OTHER DOCUMENTS OR INSTRUMENTS AS
MAY BE REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT, INCLUDING, WITHOUT
LIMITATION, A COPY OF ANY OTHER DEBT INSTRUMENT, SECURITY AGREEMENT OR OTHER
MATERIAL CONTRACT TO WHICH THE LOAN PARTIES AND PARENT MAY BE A PARTY.
(E) EXISTING CREDIT AGREEMENT.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
EVIDENCE SATISFACTORY TO THE ADMINISTRATIVE AGENT THAT ALL AMOUNTS OUTSTANDING
UNDER THE EXISTING CREDIT AGREEMENT SHALL BE SIMULTANEOUSLY PAID IN FULL (OR
CONVERTED AND CONTINUED HEREUNDER) ON THE AMENDMENT AND RESTATEMENT EFFECTIVE
DATE AND ARRANGEMENTS REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT SHALL
HAVE BEEN MADE FOR THE ASSIGNMENT OF THE LIENS AND SECURITY INTERESTS GRANTED IN
CONNECTION THEREWITH.
(F) FEES.
THE LENDERS AND THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED ALL FEES
REQUIRED TO BE PAID, AND ALL EXPENSES FOR WHICH INVOICES HAVE BEEN PRESENTED
(INCLUDING REASONABLE FEES, DISBURSEMENTS AND OTHER CHARGES OF COUNSEL TO THE
AGENTS), ON OR BEFORE THE AMENDMENT AND RESTATEMENT EFFECTIVE DATE.
ALL SUCH
AMOUNTS WILL BE PAID WITH PROCEEDS OF LOANS MADE ON THE AMENDMENT AND
RESTATEMENT EFFECTIVE DATE AND WILL BE REFLECTED IN THE FUNDING INSTRUCTIONS
GIVEN BY HOLDINGS TO THE ADMINISTRATIVE AGENT ON OR BEFORE THE AMENDMENT AND
RESTATEMENT EFFECTIVE DATE.
(G) BUSINESS PLAN.
THE LENDERS SHALL HAVE RECEIVED A SATISFACTORY BUSINESS PLAN
FOR FISCAL YEARS 2007 THROUGH 2015, INCLUDING ON A MONTHLY BASIS THROUGH
DECEMBER 31, 2007, AND A SATISFACTORY WRITTEN ANALYSIS OF THE BUSINESS AND
PROSPECTS OF HOLDINGS AND ITS SUBSIDIARIES FOR THE PERIOD FROM THE AMENDMENT AND
RESTATEMENT EFFECTIVE DATE THROUGH FINAL MATURITY OF THE LOANS AND THE
COMMITMENTS, IN EACH CASE COVERING SUCH MATTERS AND IN SUCH LEVEL OF DETAIL AS
IS CUSTOMARY IN COMPARABLE FINANCING TRANSACTIONS.
(H) LIEN SEARCHES.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED THE RESULTS OF
RECENT UNIFORM COMMERCIAL CODE AND OTHER LIEN SEARCHES IN EACH RELEVANT DOMESTIC
JURISDICTION WITH RESPECT TO ALL PROPERTY OF THE LOAN PARTIES (EXCEPT THAT WITH
RESPECT TO THE REAL PROPERTY, SUCH LIEN SEARCHES SHALL BE LIMITED TO THE
MORTGAGED PROPERTIES), AND SUCH SEARCH SHALL REVEAL NO LIENS ON ANY OF THE