REASONABLY SATISFACTORY TO THE LENDERS.
(H)
THE LENDERS SHALL HAVE RECEIVED THE AUDITED CONSOLIDATED BALANCE
SHEETS AND RELATED STATEMENTS OF INCOME, STOCKHOLDERS' EQUITY AND CASH FLOWS OF
THE BORROWER DESCRIBED IN SECTION 3.05, WHICH AUDITED FINANCIAL STATEMENTS (AND
THE NOTES THERETO) SHALL BE IN FORM AND SCOPE REASONABLY SATISFACTORY TO THE
LENDERS.
(I)
ALL CORPORATE AND LEGAL PROCEEDINGS AND ALL INSTRUMENTS AND
AGREEMENTS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS TO
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OCCUR ON OR PRIOR TO THE EFFECTIVE DATE SHALL BE IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT, AND THE ADMINISTRATIVE
AGENT SHALL HAVE RECEIVED ALL INFORMATION AND COPIES OF ALL DOCUMENTS AND
PAPERS, INCLUDING RECORDS OF CORPORATE PROCEEDINGS, GOVERNMENTAL APPROVALS, GOOD
STANDING CERTIFICATES AND BRING DOWN TELEGRAMS OR FACSIMILES, IF ANY, WHICH THE
ADMINISTRATIVE AGENT REASONABLY MAY HAVE REQUESTED IN CONNECTION THEREWITH, SUCH
DOCUMENTS AND PAPERS WHERE APPROPRIATE TO BE CERTIFIED BY PROPER CORPORATE OR
GOVERNMENTAL AUTHORITIES.
(J)
THE REQUISITE LENDERS SHALL BE SATISFIED THAT THE REPRESENTATIONS
AND WARRANTIES SET FORTH IN ARTICLE III HEREOF AND IN THE OTHER LOAN DOCUMENTS
THAT ARE MADE AS OF THE EFFECTIVE DATE SHALL BE TRUE AND CORRECT (OR TRUE AND
CORRECT IN ALL MATERIAL RESPECTS IF NOT OTHERWISE QUALIFIED BY MATERIALITY OR BY
A MATERIAL ADVERSE EFFECT) WITH THE SAME EFFECT AS IF THEN MADE.
(K)
THE REQUISITE LENDERS SHALL BE SATISFIED THAT AT THE TIME OF AND
IMMEDIATELY AFTER THE BORROWINGS AND ISSUANCES OF LETTERS OF CREDIT, NO DEFAULT
OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING.
(L)
THE LENDERS SHALL HAVE RECEIVED A CERTIFICATE OF THE CHIEF
FINANCIAL OFFICER OF THE BORROWER IN THE FORM OF EXHIBIT L AND REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT, TOGETHER WITH SUCH OTHER EVIDENCE
REASONABLY REQUESTED BY THE LENDERS, CONFIRMING THE SOLVENCY OF EACH OF THE LOAN
PARTIES ON A CONSOLIDATED BASIS AFTER GIVING EFFECT TO THE TRANSACTIONS.
(M)
THE LENDERS SHALL HAVE RECEIVED (I) THE PRO FORMA CONSOLIDATED
BALANCE SHEET REFERRED TO IN SECTION 3.15(B), TOGETHER WITH THE CERTIFICATE OF
THE CHIEF FINANCIAL OFFICER OF THE BORROWER CERTIFYING CLAUSES (I)-(III) THEREOF
AND THE LENDERS SHALL BE REASONABLY SATISFIED THAT SUCH BALANCE SHEET IS NOT
MATERIALLY INCONSISTENT WITH THE FORECASTS PREVIOUSLY PROVIDED TO THE LENDERS
AND (II) THE PROJECTED FINANCIAL STATEMENTS.
(N)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED REASONABLY
SATISFACTORY EVIDENCE THAT ALL LOANS AND LETTERS OF CREDIT OUTSTANDING UNDER,
AND ALL OTHER AMOUNTS DUE IN RESPECT OF, THE INDEBTEDNESS TO BE PAID SHALL HAVE
BEEN REPAID IN FULL (OR SATISFACTORY ARRANGEMENTS MADE FOR SUCH REPAYMENT AND
LETTERS OF CREDIT) AND THE COMMITMENTS THEREUNDER SHALL HAVE BEEN PERMANENTLY
TERMINATED, AND ALL RELATED GUARANTEES AND SECURITY INTERESTS SHALL HAVE BEEN
TERMINATED (OR PROVISIONS REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT
SHALL HAVE BEEN MADE FOR THEIR TERMINATION).
(O)
AFTER GIVING EFFECT TO THE TRANSACTIONS, NONE OF THE BORROWER OR
ITS RESPECTIVE SUBSIDIARIES SHALL HAVE OUTSTANDING ANY INDEBTEDNESS OTHER THAN
(I) THE LOANS AND OTHER EXTENSIONS OF CREDIT UNDER THIS AGREEMENT AND
(II)