PRESIDENT OR A FINANCIAL
OFFICER OF THE COMPANY, CONFIRMING COMPLIANCE WITH THE CONDITIONS SET FORTH IN
PARAGRAPHS (A) AND (B) OF SECTION 4.02.
(F)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED EVIDENCE SATISFACTORY TO IT
THAT ANY CREDIT FACILITY CURRENTLY IN EFFECT FOR THE COMPANY SHALL HAVE BEEN
TERMINATED AND CANCELLED AND ALL INDEBTEDNESS THEREUNDER SHALL HAVE BEEN FULLY
REPAID (EXCEPT TO THE EXTENT BEING SO REPAID WITH THE INITIAL REVOLVING LOANS)
AND ANY AND ALL LIENS THEREUNDER SHALL HAVE BEEN TERMINATED.
(G)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED EVIDENCE REASONABLY
SATISFACTORY TO IT THAT ALL GOVERNMENTAL AND THIRD PARTY APPROVALS NECESSARY OR,
IN THE DISCRETION OF THE ADMINISTRATIVE AGENT, ADVISABLE IN CONNECTION WITH THE
TRANSACTIONS AND THE CONTINUING OPERATIONS OF THE COMPANY AND ITS SUBSIDIARIES
HAVE BEEN OBTAINED AND ARE IN FULL FORCE AND EFFECT.
(H)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED ALL FEES AND OTHER AMOUNTS DUE
AND PAYABLE ON OR PRIOR TO THE EFFECTIVE DATE, INCLUDING, TO THE EXTENT
INVOICED, REIMBURSEMENT OR PAYMENT OF ALL REASONABLE OUT-OF-POCKET EXPENSES
REQUIRED TO BE REIMBURSED OR PAID BY THE COMPANY PURSUANT TO SECTION 9.03(A)(I).
(I)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED THE RESULTS OF A RECENT LIEN
SEARCH IN EACH OF THE JURISDICTIONS WHERE THE DOMESTIC LOAN PARTIES ARE
ORGANIZED, AND SUCH SEARCH SHALL REVEAL NO LIENS ON ANY OF THE ASSETS OF THE
DOMESTIC LOAN PARTIES EXCEPT FOR LIENS PERMITTED BY SECTION 6.02 OR DISCHARGED
ON OR PRIOR TO THE EFFECTIVE DATE PURSUANT TO A PAY-OFF LETTER OR OTHER
DOCUMENTATION SATISFACTORY TO THE ADMINISTRATIVE AGENT.
(J)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED (I) THE CERTIFICATES
REPRESENTING THE SHARES OF EQUITY INTERESTS PLEDGED PURSUANT TO THE SECURITY
AGREEMENT, TOGETHER WITH AN UNDATED STOCK POWER FOR EACH SUCH CERTIFICATE
EXECUTED IN BLANK BY A DULY AUTHORIZED OFFICER OF THE PLEDGOR THEREOF AND
(II) EACH PROMISSORY NOTE (IF ANY) PLEDGED TO THE ADMINISTRATIVE AGENT PURSUANT
TO THE SECURITY AGREEMENT ENDORSED (WITHOUT RECOURSE) IN BLANK (OR ACCOMPANIED
BY AN EXECUTED TRANSFER FORM IN BLANK) BY THE PLEDGOR THEREOF.
(K)
EACH DOCUMENT (INCLUDING ANY UCC FINANCING STATEMENT) REQUIRED BY THE
COLLATERAL DOCUMENTS OR UNDER LAW OR REASONABLY REQUESTED BY THE ADMINISTRATIVE
AGENT TO BE FILED, REGISTERED OR RECORDED IN ORDER TO CREATE IN FAVOR OF THE
ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE HOLDERS OF SECURED OBLIGATIONS, A
PERFECTED LIEN ON THE COLLATERAL DESCRIBED THEREIN AND BEING PROVIDED ON THE
EFFECTIVE DATE, PRIOR AND SUPERIOR IN RIGHT TO ANY OTHER PERSON (OTHER THAN WITH
RESPECT TO LIENS EXPRESSLY PERMITTED BY SECTION 6.02), SHALL BE IN PROPER FORM
FOR FILING, REGISTRATION OR RECORDATION.
(L)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED EVIDENCE OF INSURANCE
COVERAGE IN FORM, SCOPE, AND SUBSTANCE REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT AND OTHERWISE IN COMPLIANCE WITH THE TERMS OF SECTION 5.05.
48
The Administrative Agent shall notify the Company and the Lenders of the
Effective Date, and such notice shall be conclusive and binding.
SECTION 4.02.
EACH CREDIT EVENT.
THE OBLIGATION OF EACH LENDER TO MAKE A LOAN
ON THE OCCASION