SHALL HAVE RECEIVED AND
SHALL BE REASONABLY SATISFIED WITH A SOLVENCY CERTIFICATE OF THE CHIEF FINANCIAL
OFFICER OF THE BORROWER SUBSTANTIALLY IN THE FORM OF EXHIBIT K, WHICH SHALL
DOCUMENT THE SOLVENCY OF THE BORROWER AND ITS SUBSIDIARIES (ON A CONSOLIDATED
BASIS), AFTER GIVING EFFECT TO THE TRANSACTIONS CONTEMPLATED HEREBY.
(M)
NO DEFAULT; REPRESENTATIONS; OFFICER'S CERTIFICATE.
NO DEFAULT OR EVENT OF
DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING AFTER GIVING EFFECT TO THE
EXTENSIONS OF CREDIT (IF ANY) REQUESTED TO BE MADE ON THE CLOSING DATE.
EACH OF
THE REPRESENTATIONS AND
53
WARRANTIES MADE BY ANY LOAN PARTY IN OR PURSUANT TO THE LOAN DOCUMENTS SHALL BE
TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF SUCH DATE AS IF MADE ON
AND AS OF SUCH DATE.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A CERTIFICATE
EXECUTED ON BEHALF OF THE BORROWER BY A RESPONSIBLE OFFICER OF THE BORROWER
CERTIFYING (I) AS TO THE ACCURACY OF THE REPRESENTATIONS AND WARRANTIES OF THE
BORROWER AND THE OTHER LOAN PARTIES IN THE LOAN DOCUMENTS AND (II) THAT SINCE
DECEMBER 31, 2005, NO EVENT HAS OCCURRED, THAT ALONE OR IN CONNECTION WITH OTHER
EVENTS, COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(N)
INSURANCE.
THE ADMINISTRATIVE AGENT SHALL BE SATISFIED WITH THE INSURANCE
PROGRAM TO BE MAINTAINED BY THE BORROWER AND ITS SUBSIDIARIES AND SHALL HAVE
RECEIVED INSURANCE CERTIFICATES REASONABLY SATISFACTORY TO THE ADMINISTRATIVE
AGENT.
(O)
CONSOLIDATED EBITDA.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
EVIDENCE REASONABLY SATISFACTORY TO IT THAT THE CONSOLIDATED EBITDA OF THE
BORROWER AND ITS SUBSIDIARIES FOR THE FOUR FISCAL QUARTERS ENDING IMMEDIATELY
PRIOR TO THE CLOSING DATE, ON A PRO FORMA BASIS, AFTER GIVING EFFECT TO THE
TRANSACTIONS CONTEMPLATED HEREBY AND CONTINUING OPERATIONS (AS CONTEMPLATED TO
BE CONDUCTED AS OF THE CLOSING DATE), IS GREATER THAN OR EQUAL TO $25,500,000,
WHICH EVIDENCE SHALL BE IN ACCORDANCE WITH THE FINANCIAL STATEMENTS REFERRED TO
IN SECTION 4.1.
(P)
AGENT FOR SERVICE OF PROCESS.
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED EVIDENCE THAT THE BORROWER HAS APPOINTED CKX UK HOLDINGS TO BE ITS
AGENT FOR SERVICE OF PROCESS IN CONNECTION WITH THE UK CHARGE OVER SHARES.
(Q)
SHARE REGISTER EXTRACTS; SHAREHOLDER RESOLUTIONS.
THE ADMINISTRATIVE
AGENT SHALL HAVE RECEIVED (I) A CERTIFIED EXTRACT OF MEMBERS OF EACH GROUP
MEMBER INCORPORATED IN ENGLAND AND WALES WHOSE SHARES ARE SUBJECT TO A SECURITY
INTEREST GRANTED OR PURPORTED TO BE GRANTED UNDER THE SECURITY DOCUMENTS (EXCEPT
FOR BRILLIANT 19 LIMITED, DELIRIOUS RECORDINGS LIMITED, SHY RECORDS LIMITED AND
19 INTERNATIONAL SPORTS MANAGEMENT LIMITED) AND (II) IF REQUIRED, SHAREHOLDER
RESOLUTIONS TO AMEND THE ARTICLES OF ASSOCIATION OF ANY GROUP MEMBER
INCORPORATED IN ENGLAND AND WALES TO REMOVE ANY RESTRICTIONS ON THE
TRANSFERABILITY OF SUCH GROUP MEMBER'S SHARES UPON THE ENFORCEMENT OF THE
SECURITY INTERESTS IN RESPECT THEREOF GRANTED TO THE ADMINISTRATIVE AGENT (FOR
THE BENEFIT OF THE SECURED PARTIES).
(R)
MISCELLANEOUS.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED SUCH OTHER
DOCUMENTS, AGREEMENTS, CERTIFICATES AND INFORMATION AS IT SHALL REASONABLY
REQUEST.
5.2.
Conditions to Each Extension of