BY SUCH FINANCING STATEMENTS (OR
SIMILAR DOCUMENTS) ARE PERMITTED BY SECTION 6.02 OR HAVE BEEN OR WILL
CONTEMPORANEOUSLY WITH THE INITIAL FUNDING OF LOANS ON THE EFFECTIVE DATE BE
RELEASED.
(H)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED EVIDENCE THAT THE INSURANCE
REQUIRED BY SECTION 5.07 IS IN EFFECT.
(I)
IF ANY PORTION OF THE MERGER CONSIDERATION IS PLACED IN ESCROW TO ENSURE
PERFORMANCE OF ANY OBLIGATION OF THE ACQUIRED COMPANY UNDER THE ACQUISITION
AGREEMENT, SUCH AMOUNT SHALL HAVE BEEN PLACED IN AN ESCROW ACCOUNT WITH JPMORGAN
CHASE BANK, N.A. ON TERMS SATISFACTORY TO THE ARRANGER.
(J)
IMMEDIATELY AFTER CONSUMMATION OF THE ACQUISITION AND THE OTHER
TRANSACTIONS THAT ARE TO OCCUR ON OR PRIOR TO THE EFFECTIVE DATE, (I) THE
BORROWER AND THE SUBSIDIARIES WILL HAVE NO OUTSTANDING INDEBTEDNESS OTHER THAN
(A) THE INDEBTEDNESS UNDER THE LOAN DOCUMENTS AND (B) INDEBTEDNESS PERMITTED BY
SECTION 6.01(B)(II) AND (II) ALL OUTSTANDING EQUITY INTERESTS IN THE
SUBSIDIARIES WILL BY OWNED BY THE BORROWER OR ANOTHER SUBSIDIARY.
(K)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED PROJECTIONS (BROKEN DOWN BY
QUARTER FOR EACH YEAR ENDING ON OR PRIOR TO DECEMBER 31, 2007, AND BY YEAR
THEREAFTER) FOR THE BORROWER AND THE SUBSIDIARIES FOR THE PERIOD ENDING DECEMBER
31, 2011.
(L)
ALL CONSENTS AND APPROVALS REQUIRED TO BE OBTAINED FROM ANY GOVERNMENTAL
AUTHORITY, SUPERVISORY ORGANIZATION OR THIRD PARTY IN CONNECTION WITH THE
60
TRANSACTIONS SHALL HAVE BEEN OBTAINED, AND THERE SHALL BE NO GOVERNMENTAL OR
JUDICIAL ACTION OR PROCEEDING PENDING OR, TO THE KNOWLEDGE OF THE BORROWER,
THREATENED THAT COULD REASONABLY BE EXPECTED TO RESTRAIN, PREVENT OR IMPOSE
MATERIALLY BURDENSOME CONDITIONS ON THE TRANSACTIONS.
(M)
THE PRO FORMA RATIO OF TOTAL INDEBTEDNESS TO CONSOLIDATED ADJUSTED EBITDA
AS OF THE END OF AND FOR THE PERIOD OF FOUR FISCAL QUARTERS ENDED SEPTEMBER 30,
2006, GIVING EFFECT TO THE TRANSACTIONS THAT ARE TO OCCUR ON OR PRIOR TO THE
EFFECTIVE DATE AS IF THEY HAD OCCURRED ON SUCH DATE OR AT THE BEGINNING OF SUCH
PERIOD, SHALL NOT EXCEED 2.50 TO 1.00, AND THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED A CERTIFICATE OF A FINANCIAL OFFICER OF THE BORROWER SETTING FORTH A
COMPUTATION OF SUCH RATIO.
(N)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED, AT LEAST FIVE BUSINESS DAYS
PRIOR TO THE CLOSING DATE, ALL DOCUMENTATION AND OTHER INFORMATION REQUIRED BY
BANK REGULATORY AUTHORITIES UNDER APPLICABLE "KNOW YOUR CUSTOMER" AND ANTI-MONEY
LAUNDERING RULES AND REGULATIONS, INCLUDING THE USA PATRIOT ACT.
The Administrative Agent shall notify the Borrower and the Lenders of the
Effective Date, and such notice shall be conclusive and binding.
Notwithstanding the foregoing, (i) the Administrative Agent may grant reasonable
extensions of time, but in no event later than 45 calendar days, for the
delivery of the insurance certificates referred to in clause (h) above where the
Administrative Agent determines that such delivery cannot be accomplished
without undue effort or expense by the time required by this Agreement and (ii)
the obligations of the Lenders to make Loans and of the Issuing Bank to issue
Letters of Credit hereunder