RECEIVED SUCH DOCUMENTS AND
CERTIFICATES AS THE ADMINISTRATIVE AGENT OR ITS COUNSEL MAY REASONABLY REQUEST
RELATING TO THE ORGANIZATION, EXISTENCE AND GOOD STANDING OF THE INITIAL LOAN
PARTIES, THE AUTHORIZATION OF THE TRANSACTIONS AND ANY OTHER LEGAL MATTERS
RELATING TO SUCH LOAN PARTIES, THE LOAN DOCUMENTS OR THE TRANSACTIONS, ALL IN
FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT AND ITS
COUNSEL AND AS FURTHER DESCRIBED IN THE LIST OF CLOSING DOCUMENTS ATTACHED AS
EXHIBIT E.
45
(D)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A CERTIFICATE, DATED THE
EFFECTIVE DATE AND SIGNED BY THE PRESIDENT, A VICE PRESIDENT OR A FINANCIAL
OFFICER OF THE BORROWER, CONFIRMING COMPLIANCE WITH THE CONDITIONS SET FORTH IN
PARAGRAPHS (A) AND (B) OF SECTION 4.02.
(E)
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 OUT-OF-POCKET EXPENSES REQUIRED TO BE
REIMBURSED OR PAID BY THE BORROWER HEREUNDER.
(F)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED THE RESULTS OF A RECENT LIEN
SEARCH IN EACH OF THE JURISDICTIONS WHERE THE LOAN PARTIES ARE ORGANIZED, AND
SUCH SEARCH SHALL REVEAL NO LIENS ON ANY OF THE ASSETS OF THE 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.
(G)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED (I) THE CERTIFICATES
REPRESENTING THE SHARES OF CERTIFICATED 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.
(H)
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, 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.
(I)
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.
The Administrative Agent shall notify the Borrower 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 OF ANY BORROWING, AND OF THE ISSUING BANK TO ISSUE, AMEND, RENEW
OR EXTEND ANY LETTER OF CREDIT, IS SUBJECT TO THE SATISFACTION OF THE FOLLOWING
CONDITIONS: