ADMINISTRATIVE AGENT, THAT THE COMPANY HAS RECEIVED CASH
EQUITY CONTRIBUTIONS FROM PARENT IN AN AMOUNT NOT LESS THAN $90,000,000 IN
CONNECTION WITH THE PURCHASE, WHICH SHALL BE SATISFACTORY IN ALL RESPECTS TO THE
ADMINISTRATIVE AGENT; (II) EVIDENCE, REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT, THAT (A) THE COMPANY HAS COMPLETED, OR CONCURRENTLY WITH
THE INITIAL CREDIT EXTENSION HEREUNDER WILL COMPLETE, THE RELATED TRANSACTIONS
IN ACCORDANCE WITH THE TERMS OF THE RELATED AGREEMENTS (WITHOUT ANY AMENDMENT
THERETO OR WAIVER THEREUNDER THAT IS IN A MANNER ADVERSE TO THE LENDERS UNLESS
CONSENTED TO BY THE LENDERS) AND IN ACCORDANCE WITH APPLICABLE LAW, (B) THE SUM
OF (X) THE AGGREGATE CONSIDERATION FOR THE PURCHASE (EXCLUSIVE OF THE EARN-OUT
OBLIGATIONS) PLUS (Y) ALL DEBT TO BE REPAID SHALL NOT EXCEED $155,000,000 AND
(C) THE AGGREGATE FEES AND EXPENSES IN CONNECTION WITH THE RELATED TRANSACTIONS
AND THE TRANSACTIONS HEREUNDER SHALL NOT EXCEED $5,000,000; AND (III) ALL OF THE
FOLLOWING, EACH DULY EXECUTED AND DATED THE CLOSING DATE (OR SUCH EARLIER DATE
AS SHALL BE SATISFACTORY TO THE ADMINISTRATIVE AGENT), IN FORM AND SUBSTANCE
SATISFACTORY TO THE ADMINISTRATIVE AGENT (AND THE DATE ON WHICH ALL SUCH
CONDITIONS PRECEDENT HAVE BEEN SATISFIED OR WAIVED IN WRITING BY THE
ADMINISTRATIVE AGENT AND THE LENDERS IS CALLED THE "CLOSING DATE"):
12.1.1
NOTES.
A NOTE FOR EACH LENDER.
12.1.2
AUTHORIZATION DOCUMENTS.
FOR EACH LOAN PARTY, SUCH PERSON'S (A)
CHARTER (OR SIMILAR FORMATION DOCUMENT), CERTIFIED BY THE APPROPRIATE
GOVERNMENTAL AUTHORITY; (B) GOOD STANDING CERTIFICATES IN ITS STATE OF
INCORPORATION (OR FORMATION) AND IN EACH OTHER STATE REQUESTED BY THE
ADMINISTRATIVE AGENT; (C) BYLAWS (OR SIMILAR GOVERNING DOCUMENT); (D)
RESOLUTIONS OF ITS BOARD OF DIRECTORS (OR SIMILAR GOVERNING BODY) APPROVING AND
AUTHORIZING SUCH PERSON'S EXECUTION, DELIVERY AND PERFORMANCE OF THE LOAN
DOCUMENTS TO WHICH IT IS PARTY AND THE TRANSACTIONS CONTEMPLATED THEREBY; AND
(E) SIGNATURE AND INCUMBENCY CERTIFICATES OF ITS OFFICERS EXECUTING ANY OF THE
LOAN DOCUMENTS (IT BEING UNDERSTOOD THAT THE ADMINISTRATIVE AGENT AND EACH
LENDER MAY CONCLUSIVELY RELY ON EACH SUCH CERTIFICATE UNTIL FORMALLY ADVISED BY
A LIKE CERTIFICATE OF ANY CHANGES THEREIN), ALL CERTIFIED BY ITS SECRETARY OR AN
ASSISTANT SECRETARY (OR SIMILAR OFFICER) AS BEING IN FULL FORCE AND EFFECT
WITHOUT MODIFICATION.
12.1.3
CONSENTS, ETC.
CERTIFIED COPIES OF ALL DOCUMENTS EVIDENCING ANY
NECESSARY CORPORATE OR PARTNERSHIP ACTION, CONSENTS AND GOVERNMENTAL APPROVALS
(IF ANY) REQUIRED FOR THE EXECUTION, DELIVERY AND PERFORMANCE BY THE LOAN
PARTIES OF THE DOCUMENTS REFERRED TO IN THIS SECTION 12.
12.1.4
LETTER OF DIRECTION.
A LETTER OF DIRECTION CONTAINING FUNDS FLOW
INFORMATION WITH RESPECT TO THE PROCEEDS OF THE LOANS ON THE CLOSING DATE.
12.1.5
COLLATERAL AGREEMENT.
A COUNTERPART OF THE COLLATERAL AGREEMENT
EXECUTED BY EACH LOAN PARTY, TOGETHER WITH ALL INSTRUMENTS, TRANSFER POWERS AND
OTHER ITEMS REQUIRED TO BE DELIVERED IN CONNECTION THEREWITH.
62
12.1.6
PARENT PLEDGE AGREEMENT.
A COUNTERPART OF THE PARENT PLEDGE AGREEMENT
EXECUTED BY PARENT AND ACKNOWLEDGED BY THE COMPANY, TOGETHER WITH ALL
CERTIFICATES, TRANSFER POWERS AND OTHER ITEMS REQUIRED TO BE DELIVERED IN
CONNECTION THEREWITH.
12.1.7
[RESERVED]
12.1.8
REAL ESTATE