ACCOMPANIED BY UNDATED STOCK POWERS EXECUTED
IN BLANK AND INSTRUMENTS EVIDENCING THE PLEDGED DEBT REFERRED TO THEREIN
ENDORSED IN BLANK; AND (B) EVIDENCE THAT, SUBSTANTIALLY SIMULTANEOUSLY WITH THE
CLOSING OF THE REVOLVING CREDIT FACILITY, ALL OTHER ACTIONS, RECORDINGS AND
FILINGS UNDER THE UNIFORM COMMERCIAL CODE AND WITH THE UNITED STATES PATENT AND
TRADEMARK OFFICE AND THE UNITED STATES COPYRIGHT OFFICE SHALL HAVE BEEN TAKEN,
COMPLETED OR OTHERWISE PROVIDED IN A MANNER REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT AND COLLATERAL TRUSTEE;
(IV)
SUCH CERTIFICATES (INCLUDING A CERTIFICATE SUBSTANTIALLY IN THE
FORM OF EXHIBIT I) OF RESOLUTIONS OR OTHER CORPORATE ACTION, INCUMBENCY
CERTIFICATES AND/OR OTHER CERTIFICATES OF RESPONSIBLE OFFICERS OF EACH LOAN
PARTY AS THE ADMINISTRATIVE AGENT MAY REASONABLY REQUIRE EVIDENCING THE
IDENTITY, AUTHORITY AND CAPACITY OF EACH RESPONSIBLE OFFICER THEREOF AUTHORIZED
TO ACT AS A RESPONSIBLE OFFICER IN CONNECTION WITH THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS TO WHICH SUCH LOAN PARTY IS A PARTY OR IS TO BE A PARTY ON THE
CLOSING DATE;
(V)
AN OPINION FROM HAYNES & BOONE, LLP, NEW YORK AND TEXAS COUNSEL TO
THE LOAN PARTIES, SUBSTANTIALLY IN THE FORM OF EXHIBIT H;
(VI)
COPIES OF A RECENT LIEN AND JUDGMENT SEARCH IN EACH JURISDICTION
REASONABLY REQUESTED BY THE COLLATERAL AGENT WITH RESPECT TO THE LOAN PARTIES
TOGETHER WITH EVIDENCE THAT ALL EXISTING LIENS (OTHER THAN IN RESPECT OF LIENS
PERMITTED UNDER SECTION 7.01) HAVE BEEN TERMINATED AND ALL ACTIONS REQUIRED TO
TERMINATE AND RELEASE SUCH LIENS HAVE BEEN SATISFACTORILY TAKEN OR WILL BE TAKEN
SUBSTANTIALLY SIMULTANEOUSLY WITH THE CLOSING OF THE TRANSACTION; AND
(VII)
GOOD STANDING CERTIFICATES OR CERTIFICATES OF STATUS, AS
APPLICABLE AND BRING DOWN CERTIFICATES, FOR EACH LOAN PARTY.
(B)
THE LENDERS SHALL HAVE RECEIVED ON OR PRIOR TO THE CLOSING DATE,
ALL DOCUMENTATION AND OTHER INFORMATION REASONABLY REQUESTED BY THEM IN WRITING
AT LEAST SEVEN (7) BUSINESS DAYS PRIOR TO THE CLOSING DATE IN ORDER TO ALLOW THE
LENDERS TO COMPLY WITH APPLICABLE "KNOW YOUR CUSTOMER" AND ANTI-MONEY LAUNDERING
RULES AND REGULATIONS, INCLUDING THE USA PATRIOT ACT.
(C)
ALL FEES AND EXPENSES REQUIRED TO BE PAID HEREUNDER AND INVOICED
PRIOR TO THE CLOSING DATE SHALL HAVE BEEN PAID IN FULL IN CASH ON OR PRIOR TO
THE CLOSING DATE.
60
(D)
PRIOR TO OR SUBSTANTIALLY SIMULTANEOUSLY
WITH THE CLOSING DATE, THE ACQUISITION SHALL HAVE BEEN CONSUMMATED, OR
SUBSTANTIALLY SIMULTANEOUSLY WITH THE CLOSING DATE SHALL BE CONSUMMATED, IN
ACCORDANCE WITH THE ACQUISITION AGREEMENT IN THE FORM DELIVERED TO THE LEAD
ARRANGER ON DECEMBER 3, 2009 (AND NO PROVISION OF THE ACQUISITION AGREEMENT
SHALL HAVE BEEN WAIVED, AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED IN A MANNER
MATERIAL AND ADVERSE TO THE LENDERS WITHOUT WRITTEN NOTIFICATION TO THE LENDERS
AND THE CONSENT OF THE LEAD ARRANGER (IT BEING UNDERSTOOD THAT ANY CHANGE IN THE
PRICE (INCLUDING A PRICE DECREASE), OTHER THAN A CHANGE IN PRICE THAT IS NOT
MATERIAL AND ADVERSE TO THE LENDERS, OR IN THE STRUCTURE OF THE ACQUISITION WILL
BE DEEMED TO BE MATERIAL AND ADVERSE TO THE LENDERS AND WILL