ADMINISTRATIVE AGENT SHALL REASONABLY REQUEST AND (III) FRENCH, SWEDISH,
AND GERMAN COUNSEL TO THE BORROWERS CONCERNING THE AUTHORITY OF FOREIGN
SUBSIDIARIES OF THE BORROWERS THAT ARE WHOLLY OWNED SUBSIDIARIES TO ENTER INTO
THE TRANSACTIONS AND SUCH OTHER MATTERS AS THE ADMINISTRATIVE AGENT SHALL
REASONABLY REQUEST. THE BORROWER HEREBY REQUESTS SUCH COUNSELS TO DELIVER SUCH
OPINIONS.
(I)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED REPORTS OF UCC, TAX
AND JUDGMENT LIEN SEARCHES OR OTHER SIMILAR SEARCHES CONDUCTED BY A REPUTABLE
SEARCH FIRM WITH RESPECT TO EACH BORROWER AND ITS RESPECTIVE SUBSIDIARIES IN
EACH LOCATION REQUESTED BY THE ADMINISTRATIVE AGENTS AND THE INFORMATION
DISCLOSED IN SUCH REPORTS SHALL BE SATISFACTORY TO THE ADMINISTRATIVE AGENTS.
(J)
THE LENDERS SHALL HAVE RECEIVED DETAILS OF THE LEGAL AND CAPITAL
STRUCTURE OF THE BORROWERS WHICH SHALL BE REASONABLY SATISFACTORY TO THE
LENDERS.
(K)
ALL MEMBERSHIP AND STOCK CERTIFICATES, IF ANY, OF EACH SUBSIDIARY
OF THE US BORROWER DESCRIBED ON ANNEX 3 TO THE SECURITY AGREEMENTS WILL BE
DELIVERED TO ADMINISTRATIVE AGENT TOGETHER WITH, AS APPROPRIATE, RELATED STOCK
AND MEMBERSHIP POWERS EXECUTED IN BLANK BY THE RELEVANT OBLIGOR.
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(L)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED EVIDENCE
SATISFACTORY TO THE ADMINISTRATIVE AGENT THAT SUBSTANTIALLY SIMULTANEOUSLY WITH
THE INITIAL BORROWING THE INDEBTEDNESS IDENTIFIED ON SCHEDULE 4.01(L) HERETO
WILL BE PAID IN FULL.
(M)
THE US BORROWER SHALL HAVE ISSUED COMMON STOCK REPRESENTING NOT
LESS THAN 13.5% OF THE AGGREGATE PURCHASE PRICE FOR THE ACQUISITION. THE FEES
AND EXPENSES RELATED TO THE ACQUISITION SHALL NOT EXCEED $5,000,000.
(N)
THE ARRANGER SHALL HAVE REVIEWED AND BE REASONABLY SATISFIED WITH
THE DEFINITIVE DOCUMENTS IN CONNECTION WITH THE ACQUISITION AGREEMENT.
(O)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED SATISFACTORY EVIDENCE
THAT THE ACQUISITION HAS BEEN, OR SUBSTANTIALLY SIMULTANEOUSLY WITH THE INITIAL
BORROWING WILL BE, CONSUMMATED.
(P)
THE LEVERAGE RATIO SHALL BE NO GREATER THAN 2.0 TO 1.00. FOR
PURPOSES OF THIS PARAGRAPH, THE LEVERAGE RATIO SHALL BE CALCULATED ON A PRO
FORMA BASIS FOR THE TRAILING FOUR-QUARTER PERIOD ENDED SEPTEMBER 30, 2007 GIVING
EFFECT TO THE TRANSACTIONS AND THE ACQUISITION AS IF SUCH TRANSACTIONS AND
ACQUISITION WERE CONSUMMATED AT THE COMMENCEMENT OF SUCH FOUR-QUARTER PERIOD.
(Q)
THE ADMINISTRATIVE AGENTS SHALL HAVE RECEIVED A SOLVENCY
CERTIFICATE REASONABLY SATISFACTORY TO IT FROM THE CHIEF FINANCIAL OFFICER OF
THE US BORROWER THAT SHALL CERTIFY AS TO THE SOLVENCY OF THE BORROWERS AND THEIR
SUBSIDIARIES ON A CONSOLIDATED BASIS IN ACCORDANCE WITH GAAP AFTER GIVING EFFECT
TO THE ACQUISITION AND THE OTHER TRANSACTIONS CONTEMPLATED HEREBY.
(R)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED THE PHASE I
ENVIRONMENTAL REPORTS AND OTHER ENVIRONMENTAL INFORMATION IN THE POSSESSION OF
OR AVAILABLE TO THE US BORROWER AND COVERING THE MORTGAGED PROPERTY LISTED ON
SCHEDULE 4.01(R).
(S)
A PRO FORMA OF A MORTGAGEE'S POLICY OF TITLE INSURANCE FOR EACH OF
THE MORTGAGED PROPERTIES IN A FORM PROMULGATED BY THE AMERICAN LAND TITLE
ASSOCIATION, INSURING THE LIEN OF THE MORTGAGES AS A VALID FIRST LIEN ON THE
MORTGAGED PROPERTY FREE AND CLEAR OF ALL DEFECTS AND ENCUMBRANCES EXCEPT AS
APPROVED BY ADMINISTRATIVE AGENT. EACH