Common use of Conditions to Acquisition Loans Clause in Contracts

Conditions to Acquisition Loans. The obligation of any Lender to make an Acquisition Loan on the occasion of any borrowing and to purchase a participation in any Letter of Credit issued in connection with an Acquisition, and of the LC Issuer to issue a Letter of Credit in connection with any Acquisition, is subject to the satisfaction of the following additional conditions: (a) receipt by each Lender of a Notice of Revolving Credit Loan in accordance with Section 2.04 or, in the case of the issuance of a Letter of Credit, receipt by the Agent and the LC Issuer of a Letter of Credit Request; (b) receipt by the Agent of all documents, instruments and agreements to be delivered in connection with the Acquisition and/or any financing therefor; (c) completion of, and satisfaction of the Agent and the Required Lenders with, such legal and/or business due diligence review of the Acquisition, the terms thereof, and the target thereof as the Agent and the Required Lenders reasonably shall deem relevant; (d) evidence satisfactory to the Agent that all property to be acquired in the Acquisition, including all property of any Person that, following such Acquisition, is to become a Subsidiary, will be pledged to the Agent and the Lenders as security for the Obligations and that the Liens granted pursuant thereto will constitute perfected Liens, subject only to Permitted Liens, and that any Person that will become a Subsidiary as a result of such Acquisition has executed a guaranty of the Obligations in form and substance satisfactory to the Agent and the Required Lenders and otherwise complied with the requirements of Section 6.07; (e) receipt by the Agent and the Lenders of such historical financial statements and information and such market information respecting the target of the Acquisition as the Agent and the Required Lenders reasonably shall deem relevant; (f) receipt by the Agent and the Lenders of pro forma financial statements showing the target and the Company on a consolidated basis after giving effect to such Acquisition as of the date of the closing thereof and a certificate of the chief financial officer or treasurer of the Company demonstrating that the Company, both before and after giving effect to the Acquisition, will be in compliance with the financial and other covenants contained herein and in the other Financing Documents; (g) receipt by the Agent of evidence satisfactory to the Agent and the Required Lenders in their sole good faith discretion of the satisfaction (without waiver) of all material conditions to the closing of the Acquisition (other than payment of that portion of the purchase price to be paid in connection with such Acquisition with proceeds of an Acquisition Loan) on the closing date thereof, and satisfaction of the Agent and the Required Lenders in their sole good faith discretion with the material terms and conditions of the operative acquisition documents; (h) receipt by the Agent of a copy of each material opinion, report and other document required to be delivered pursuant to the operative acquisition documents and requested by the Agent, with a letter from each Person delivering any such opinion or report authorizing reliance thereon by the Agent and the Lenders, all in form and substance satisfactory to the Agent; and (i) such other information respecting the Acquisition, the target or the Company as the Agent and the Lenders reasonably shall deem relevant.

Conditions to Acquisition Loans. The Notwithstanding any other provision of this Agreement, the obligation of any each Lender to make an each Acquisition Loan on the occasion of any borrowing and to purchase a participation in any Letter of Credit issued in connection with an Acquisition, and of the LC Issuer to issue a Letter of Credit in connection with any Acquisition, is subject to the satisfaction of, or waiver of, immediately prior to or concurrently with the making of such Loan, the following additional conditions:conditions precedent set forth in Subsection 4.2 hereof and (aA) receipt by each Lender Concurrently therewith Rail shall have consummated a Permitted Acquisition consisting of a Notice of Revolving Credit Loan in accordance with Section 2.04 or, in the case of the issuance of a Letter of Credit, receipt by the Agent an Asset Acquisition and the LC Issuer proceeds of a Letter of Credit Request; (band not more than) receipt by the Agent of all documents, instruments and agreements to be delivered in connection with the Acquisition and/or any financing therefor; (c) completion of, and satisfaction of the Agent and the Required Lenders with, such legal and/or business due diligence review of the Acquisition, the terms thereof, and the target thereof as the Agent and the Required Lenders reasonably shall deem relevant; (d) evidence satisfactory to the Agent that all property to be acquired in the Acquisition, including all property of any Person that, following such Acquisition, is to become a Subsidiary, will be pledged to the Agent and the Lenders as security for the Obligations and that the Liens granted pursuant thereto will constitute perfected Liens, subject only to Permitted Liens, and that any Person that will become a Subsidiary as a result of such Acquisition has executed Loan shall be used by Rail to pay a guaranty of the Obligations in form and substance satisfactory to the Agent and the Required Lenders and otherwise complied with the requirements of Section 6.07; (e) receipt by the Agent and the Lenders of such historical financial statements and information and such market information respecting the target of the Acquisition as the Agent and the Required Lenders reasonably shall deem relevant; (f) receipt by the Agent and the Lenders of pro forma financial statements showing the target and the Company on a consolidated basis after giving effect to such Acquisition as of the date of the closing thereof and a certificate of the chief financial officer or treasurer of the Company demonstrating that the Company, both before and after giving effect to the Acquisition, will be in compliance with the financial and other covenants contained herein and in the other Financing Documents; (g) receipt by the Agent of evidence satisfactory to the Agent and the Required Lenders in their sole good faith discretion of the satisfaction (without waiver) of all material conditions to the closing of the Acquisition (other than payment of that portion of the purchase price to be paid in connection with such Acquisition with proceeds of an Acquisition Loan) on Permitted Acquisition, less liabilities assumed (the closing date thereof"Net Price"), and satisfaction the aggregate amount of the Agent and Acquisition Loans made in connection with a Permitted Acquisition shall be equal to or less than the Required Lenders in their sole good faith discretion with amount (the material terms and conditions "Acquisition Loan Funding Cap"), if any, by which the cash portion of the operative acquisition documents;Net Price exceeds the aggregate increase in the Current Asset Base as a result of the consummation of such Permitted Acquisition as estimated by Agent in its discretion exercised in Good Faith. (hB) receipt by If the Agent of a copy of each material opinionPermitted Acquisition closes on or after July 31, report and other document required 1995, Borrower's Fixed Charge Coverage Ratio as most recently reported to be delivered the Lenders pursuant to the operative acquisition documents and requested by terms of this Agreement would not have been less than the Agent, with a letter from each Person delivering any "Minimum Pro Forma Ratio" (as hereinafter defined) if there were added to Fixed Charges used in computing such opinion or report authorizing reliance thereon by the Agent and the Lenders, all in form and substance satisfactory ratio an additional amount equal to the Agent; and one-third (i1/3) such other information respecting the Acquisition, the target or the Company as the Agent and the Lenders reasonably shall deem relevant.of the

Conditions to Acquisition Loans. The obligation of any Lender to make an Acquisition Loan on the occasion of any borrowing and to purchase a participation in any Letter of Credit issued in connection with an Acquisition, and of the LC Issuer to issue a Letter of Credit in connection with any Acquisition, is subject to the satisfaction of the following additional conditions: (a) receipt by each Lender the Lenders of a Notice of Revolving Credit Loan Borrowing in accordance with Section 2.04 or, in the case of the issuance of a Letter of Credit, receipt by the Agent and the LC Issuer of a Letter of Credit Request2.04; (b) receipt by the Agent of all documents, instruments and agreements to be delivered in connection with the Acquisition and/or any financing therefor; (c) completion of, and satisfaction of the Agent and the Required Lenders with, such legal and/or business due diligence review of the Acquisition, the terms thereof, and the target thereof as the Agent and the Required Lenders reasonably shall deem relevant; (d) evidence satisfactory to the Agent that all property to be acquired in the Acquisition, including all property of any Person that, following such Acquisition, is to become a Subsidiary, will be pledged to the Agent and the Lenders as security for the Obligations and that the Liens granted pursuant thereto will constitute perfected Liens, subject only to Permitted Liens, and that any Person that will become a Subsidiary as a result of such Acquisition has executed a guaranty of the Obligations in form and substance satisfactory to the Agent and the Required Lenders and otherwise complied with the requirements of Section 6.07;to (e) receipt by the Agent and the Lenders of such historical financial statements and information and such market information respecting the target of the Acquisition as the Agent and the Required Lenders reasonably shall deem relevant; (f) receipt by the Agent and the Lenders of pro forma financial statements showing the target and the Company on a consolidated basis after giving effect to such Acquisition as of the date of the closing thereof and a certificate of the chief financial officer or treasurer of the Company demonstrating that the Company, both before and after giving effect to the Acquisition, will be in compliance with the financial and other covenants contained herein and in the other Financing Loan Documents; (g) receipt by the Agent of evidence satisfactory to the Agent and the Required Lenders in their sole good faith discretion of the satisfaction (without waiver) of all material conditions to the closing of the Acquisition (other than payment of that portion of the purchase price to be paid in connection with such Acquisition with proceeds of an Acquisition Loan) on the closing date thereof, and satisfaction of the Agent and the Required Lenders in their sole good faith discretion with the material terms and conditions of the operative acquisition documents; (h) receipt by the Agent of a copy of each material opinion, report and other document required to be delivered pursuant to the operative acquisition documents and requested by the Agent, with a letter from each Person delivering any such opinion or report authorizing reliance thereon by the Agent and the Lenders, all in form and substance satisfactory to the Agent; and (ig) such other information respecting the Acquisition, the target or the Company as the Agent and the Lenders reasonably shall deem relevant.

Conditions to Acquisition Loans. The obligation Advances of any Lender to make an Acquisition Loan on the occasion of any borrowing and to purchase a participation in any Letter of Credit issued in connection with an Acquisition, and of the LC Issuer to issue a Letter of Credit in connection with any Acquisition, is subject to the satisfaction of the following additional conditions: (a) receipt by each Lender of a Notice of Revolving Credit Loan in accordance with Section 2.04 or, in the case of the issuance of a Letter of Credit, receipt by the Agent and the LC Issuer of a Letter of Credit Request; (b) receipt by the Agent of all documents, instruments and agreements to be delivered in connection with the Acquisition and/or any financing therefor; (c) completion of, and satisfaction of the Agent and the Required Lenders with, such legal and/or business due diligence review of the Acquisition, the terms thereof, and the target thereof as the Agent and the Required Lenders reasonably shall deem relevant; (d) evidence satisfactory to the Agent that all property to be acquired in the Acquisition, including all property of any Person that, following such Acquisition, is to become a Subsidiary, will be pledged to the Agent and the Lenders as security for the Obligations and that the Liens granted pursuant thereto will constitute perfected Liens, subject only to Permitted Liens, and that any Person that will become a Subsidiary as a result of such Acquisition has executed a guaranty of the Obligations in form and substance satisfactory to the Agent and the Required Lenders and otherwise complied with the requirements of Section 6.07; (e) receipt by the Agent and the Lenders of such historical financial statements and information and such market information respecting the target principal of the Acquisition as the Agent and the Required Lenders reasonably shall deem relevant; (f) receipt by the Agent and the Lenders of pro forma financial statements showing the target and the Company on a consolidated basis after giving effect to such Acquisition as of the date of the closing thereof and a certificate of the chief financial officer or treasurer of the Company demonstrating that the Company, both before and after giving effect to the Acquisition, will Loans may be in compliance with the financial and other covenants contained herein and in the other Financing Documents; (g) receipt by the Agent of evidence satisfactory to the Agent and the Required Lenders in their sole good faith discretion of the satisfaction (without waiver) of all material conditions to the closing of the Acquisition (other than payment of that portion of the purchase price to be paid in connection with such Acquisition with proceeds of an Acquisition Loan) on the closing date thereof, and satisfaction of the Agent and the Required Lenders in their sole good faith discretion with the material terms and conditions of the operative acquisition documents; (h) receipt by the Agent of a copy of each material opinion, report and other document required to be delivered pursuant to the operative acquisition documents and requested by the Agent, with a letter from each Person delivering any such opinion or report authorizing reliance thereon by Borrower during the Disbursement Period on the following terms and conditions. The Borrower shall provide the Agent and the Lenderswith evidence, all in form and substance satisfactory to the Agent; and , that the proceeds from such Acquisition Loan will be used only in connection with a Permitted Acquisition or the refinancing of Revolving Credit Loans or other Indebtedness (including the Seller Note) used to make a Permitted Acquisition. The Borrower shall give to the Agent written notice in the form of EXHIBIT I hereto of each Acquisition Loan requested hereunder (an "Acquisition Loan Request") no later than 2:00 p.m. (Boston time) (a) one (1) Business Day prior to the proposed Drawdown Date of any Acquisition Loan which is a Base Rate Loan and (b) three (3) Eurodollar Business Days prior to the proposed Drawdown Date of any Acquisition Loan which is a Eurodollar Rate Loan. Each such notice shall specify (i) the principal amount of the Acquisition Loan requested, (ii) the proposed Drawdown Date of such other information respecting Acquisition Loan; (iii) the AcquisitionInterest Period of such Acquisition Loan, and (iv) the Type of such Acquisition L:)an. Promptly upon receipt of any such notice, the target or the Company as the Agent and shall notify each of the Lenders reasonably thereof. Each Acquisition Loan Request shall deem relevantbe irrevocable aid binding on the Borrower and shall obligate the Borrower to accept the Acquisition Loan requested from the Lenders on the proposed Drawdown Date. Each Acquisition Loan Request shall be in a minimum amount of $500,000 )r a whole multiple $100,000 in excess thereof The Purchase Price for such Permitted Acquisition plus all transaction costs related thereto shall not be less than the amount of the Acquisition Loan so requested. Subject to the foregoing, and subject to satisfaction of the conditions set forth in SECTION 13, so long as no Default or Event of Default shall have occurred and is continuing, and all of the applicable conditions set forth in this Credit Agreement, have been met, each Lender shall lend to the Borrower such Lender's Acquisition Loan Commitment Percentage of the Acquisition Loan so requested in immediately available funds not later than the close of business on such Drawdown Date.

Conditions to Acquisition Loans. The obligation of any each Lender to make an honor any Request for Credit Extension consisting of Acquisition Loan on the occasion of any borrowing and to purchase a participation in any Letter of Credit issued in connection with an Acquisition, and of the LC Issuer to issue a Letter of Credit in connection with any Acquisition, Loans is subject to the satisfaction following conditions; provided that the Borrower may submit no more than one Request for Credit Extension consisting of the following additional conditionsAcquisition Loans: (a) The Administrative Agent’s receipt of the following, each of which may be delivered by facsimile or other electronic transmission (including “pdf” and “tif”), followed promptly after the Closing Date by originals unless otherwise specified, each Lender properly executed by a Responsible Officer of a Notice of Revolving Credit the applicable Loan in accordance with Section 2.04 Parties, and each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the issuance Closing Date); provided that the delivery of any originals is not a Letter condition precedent hereunder: (i) A Subsidiary Guarantor Counterpart, executed by a Responsible Officer of Credit, receipt by the Agent and the LC Issuer of a Letter of Credit RequestIntermediate Parent; (bii) receipt a certificate signed by a Responsible Officer of Intermediate Parent (A) certifying and attaching the Agent resolutions adopted by Intermediate Parent authorizing the execution, delivery and performance of all documents, instruments and agreements the Loan Documents to which it is or is to be delivered a party, (B) certifying as to the incumbency and specimen signature of each Responsible Officer of Intermediate Parent executing the Loan Documents to which it is or is to be a party, (C) attaching a good standing certificate (or the local equivalent) and a certificate of incorporation (or the local equivalent) evidencing that Intermediate Parent is validly existing and in connection with good standing (or the Acquisition and/or any financing thereforlocal equivalent) in its jurisdiction of organization and (D) certifying and attaching a true and complete copy of the Organization Documents of Intermediate Parent; (iii) a certificate signed by a Responsible Officer of Ultimate Parent certifying that, on and as of the Closing Date (A) the applicable borrower shall have made a contemporaneous request for the funding of the Tranche A-2 Loans (as defined in the Activis Term Loan Credit Agreement) and (B) the conditions set forth in Sections 4.02(b), (c) completion of, and satisfaction (d) of the Agent and Actavis Term Loan Credit Agreement have been satisfied, in the Required Lenders with, such legal and/or business due diligence review of the Acquisition, the terms thereof, and the target thereof form attached as the Agent and the Required Lenders reasonably shall deem relevantExhibit H hereto; (div) evidence satisfactory an executed legal opinion of (A) Xxxxxx & Xxxxxxx LLP, special New York counsel for the Loan Parties, addressed to the Administrative Agent that all property to be acquired and each Lender and dated the Closing Date, substantially in the Acquisitionform attached hereto and (B) Xxxxxxx Xxxx & Xxxxxxx, including all property of any Person thatspecial Bermuda counsel for Intermediate Parent, following such Acquisition, is to become a Subsidiary, will be pledged addressed to the Administrative Agent and each Lender and dated the Lenders as security for Closing Date, substantially in the Obligations and that form attached hereto; and (v) if applicable, the Liens granted pursuant thereto will constitute perfected Liens, subject only to Permitted Liens, and that any Person that will become receipt of a Subsidiary as a result of such Acquisition has executed a guaranty of the Obligations Committed Loan Notice in form and substance satisfactory to the Agent and the Required Lenders and otherwise complied accordance with the requirements hereof. Without limiting the generality of the provisions of Section 6.07; (e) receipt 10.04, for purposes of determining compliance with the conditions specified in this Section 4.03, each Lender will be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent will have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. The Administrative Agent shall promptly notify Ultimate Parent, Actavis, Intermediate Parent, the Borrower and the Lenders of such historical financial statements and information the Closing Date in writing, and such market information respecting the target of the Acquisition as the Agent notice shall be conclusive and the Required Lenders reasonably shall deem relevant; (f) receipt by the Agent and the Lenders of pro forma financial statements showing the target and the Company on a consolidated basis after giving effect to such Acquisition as of the date of the closing thereof and a certificate of the chief financial officer or treasurer of the Company demonstrating that the Company, both before and after giving effect to the Acquisition, will be in compliance with the financial and other covenants contained herein and in the other Financing Documents; (g) receipt by the Agent of evidence satisfactory to the Agent and the Required Lenders in their sole good faith discretion of the satisfaction (without waiver) of all material conditions to the closing of the Acquisition (other than payment of that portion of the purchase price to be paid in connection with such Acquisition with proceeds of an Acquisition Loan) on the closing date thereof, and satisfaction of the Agent and the Required Lenders in their sole good faith discretion with the material terms and conditions of the operative acquisition documents; (h) receipt by the Agent of a copy of each material opinion, report and other document required to be delivered pursuant to the operative acquisition documents and requested by the Agent, with a letter from each Person delivering any such opinion or report authorizing reliance thereon by the Agent and the Lenders, all in form and substance satisfactory to the Agent; and (i) such other information respecting the Acquisition, the target or the Company as the Agent and the Lenders reasonably shall deem relevantbinding.

Conditions to Acquisition Loans. The obligation of any Lender to make an Acquisition Loan on the occasion of any borrowing and to purchase a participation in any Letter of Credit issued in connection with an Acquisition, and of the LC Issuer to issue a Letter of Credit in connection with any Acquisition, is subject to the satisfaction of the following additional conditions: (a) receipt by each Lender the Lenders of a Notice of Revolving Credit Loan Borrowing in accordance with Section 2.04 or, in the case of the issuance of a Letter of Credit, receipt by the Agent and the LC Issuer of a Letter of Credit Request2.04; (b) receipt by the Agent of all documents, instruments and agreements to be delivered in connection with the Acquisition and/or any financing therefor; (c) completion of, and satisfaction of the Agent and the Required Lenders with, such legal and/or business due diligence review of the Acquisition, the terms thereof, and the target thereof as the Agent and the Required Lenders reasonably shall deem relevant; (d) evidence satisfactory to the Agent that all property to be acquired in the Acquisition, including all property of any Person that, following such Acquisition, is to become a Subsidiary, will be pledged to the Agent and the Lenders as security for the Obligations and that the Liens granted pursuant thereto will constitute perfected Liens, subject only to Permitted Liens, and that any Person that will become a Subsidiary as a result of such Acquisition has executed a guaranty of the Obligations in form and substance satisfactory to the Agent and the Required Lenders and otherwise complied with the requirements of Section 6.07; (e) receipt by the Agent and the Lenders of such historical financial statements and information and such market information respecting the target of the Acquisition as the Agent and the Required Lenders reasonably shall deem relevant; (f) receipt by the Agent and the Lenders of pro forma financial statements showing the target and the Company on a consolidated basis after giving effect to such Acquisition as of the date of the closing thereof and a certificate of the chief financial officer or treasurer of the Company demonstrating that the Company, both before and after giving effect to the Acquisition, will be in compliance with the financial and other covenants contained herein and in the other Financing Loan Documents; (g) receipt by the Agent of evidence satisfactory to the Agent and the Required Lenders in their sole good faith discretion of the satisfaction (without waiver) of all material conditions to the closing of the Acquisition (other than payment of that portion of the purchase price to be paid in connection with such Acquisition with proceeds of an Acquisition Loan) on the closing date thereof, and satisfaction of the Agent and the Required Lenders in their sole good faith discretion with the material terms and conditions of the operative acquisition documents; (h) receipt by the Agent of a copy of each material opinion, report and other document required to be delivered pursuant to the operative acquisition documents and requested by the Agent, with a letter from each Person delivering any such opinion or report authorizing reliance thereon by the Agent and the Lenders, all in form and substance satisfactory to the Agent; and (ig) such other information respecting the Acquisition, the target or the Company as the Agent and the Lenders reasonably shall deem relevant.

Conditions to Acquisition Loans. The obligation of any Lender to make an Acquisition Loan on the occasion of any borrowing and to purchase a participation in any Letter of Credit issued in connection with an Acquisition, and of the LC Issuer to issue a Letter of Credit in connection with any Acquisition, is subject to the satisfaction of the following additional conditions: (a) receipt by each Lender of a Notice of Revolving Credit Loan in accordance with Section 2.04 or, in the case of the issuance of a Letter of Credit, receipt by the Agent and the LC Issuer of a Letter of Credit Request3.04; (b) receipt by the Agent of all documents, instruments and agreements to be delivered in connection with the Acquisition and/or any financing therefor; (c) completion of, and satisfaction of the Agent and the Required Lenders with, such legal and/or business due diligence review of the Acquisition, the terms thereof, and the target Target thereof as the Agent and the Required Lenders (including any independent consultant retained thereby) reasonably shall deem relevant; (d) evidence satisfactory to the Agent that all property to be acquired in the Acquisition, including all property of any Person that, following such Acquisition, is to become a Subsidiary, will be pledged to the Agent and the Lenders as security for the Obligations and that the Liens granted pursuant thereto will constitute perfected Liens, subject only to Permitted Liens, and that any Person that will become a Subsidiary as a result of such Acquisition has executed a guaranty of the Obligations in form and substance satisfactory to the Agent and the Required Lenders and otherwise complied with the requirements of Section 6.077.07; (e) receipt by the Agent and the Lenders of such historical financial statements and information and such market information respecting the target of the Acquisition as the Agent and the Required Lenders reasonably shall deem relevant; (f) receipt by the Agent and the Lenders of pro forma PRO FORMA financial statements showing the target Target and the Company on a consolidated basis after giving effect to such Acquisition as of the date of the closing thereof (but only with such adjustments, if any, as shall be approved by the Agent and the Required Lenders in their sole discretion) and a certificate of the chief financial officer or treasurer of the Company demonstrating that the Company, both before and after giving effect to the Acquisition, will be in compliance with the financial and other covenants contained herein and in the other Financing Documents; (g) receipt by the Agent of evidence satisfactory to the Agent and the Required Lenders in their sole good faith discretion of the satisfaction (without waiver) of all material conditions to the closing of the Acquisition (other than payment of that portion of the purchase price to be paid in connection with such Acquisition with proceeds of an Acquisition Loan) on the closing date thereof, and satisfaction of the Agent and the Required Lenders in their sole good faith discretion with the material terms and conditions of the operative acquisition documents; (h) receipt by the Agent of a copy of each material opinion, report and other document required to be delivered pursuant to the operative acquisition documents and requested by the Agent, with a letter from each Person delivering any such opinion or report authorizing reliance thereon by the Agent and the Lenders, all in form and substance satisfactory to the Agent; and (i) such other information respecting the Acquisition, the target or the Company as the Agent and the Lenders reasonably shall deem relevant.

Conditions to Acquisition Loans. The obligation of any Lender to make an Acquisition Loan on the occasion of any borrowing and to purchase a participation in any Letter of Credit issued in connection with an Acquisition, and of the LC Issuer to issue a Letter of Credit in connection with any Acquisition, is subject to the satisfaction of the following additional conditions: (a) receipt by each Lender the Agent of a Notice of Revolving Credit Loan Borrowing in accordance with Section 2.04 or, in the case of the issuance of a Letter of Credit, receipt by the Agent and the LC Issuer of a Letter of Credit Request2.04; (b) receipt by the Agent of all documents, instruments and agreements to be delivered in connection with the Acquisition and/or any financing therefor; (c) completion of, and satisfaction of the Agent and the Required Lenders with, such legal and/or business due diligence review of the Acquisition, the structure and terms thereof, and the target thereof thereof, as the Agent and the Required Lenders reasonably shall deem relevant; (d) evidence satisfactory to the Agent that all property to be acquired in the Acquisition, including all property of any Person that, following such Acquisition, is to become a Subsidiary, will be pledged to the Agent and the Lenders as security for the Obligations and that the Liens granted pursuant thereto will constitute perfected Liens, subject only to Permitted Liens, and that any Person that will become a Subsidiary as a result of such Acquisition has executed a guaranty of the Obligations in form and substance satisfactory to the Agent and the Required Lenders and otherwise complied with the requirements of Section 6.07; (e) receipt by the Agent and the Lenders of such historical financial statements and information and such market information respecting the target of the Acquisition as the Agent and the Required Lenders reasonably shall deem relevant; (f) receipt by the Agent and the Lenders of pro forma financial statements showing the target and the Company on a consolidated basis after giving effect to such Acquisition as of the date of the closing thereof and a certificate of the chief financial officer or treasurer of the Company demonstrating that the Company, both before and after giving effect to the Acquisition, will be in compliance with the financial and other covenants contained herein and in the other Financing Loan Documents; (g) receipt by the Agent of evidence satisfactory to the Agent and the Required Lenders in their sole good faith discretion of the satisfaction (without waiver) of all material conditions to the closing of the Acquisition (other than payment of that portion of the purchase price to be paid in connection with such Acquisition with proceeds of an Acquisition Loan) on the closing date thereof, and satisfaction of the Agent and the Required Lenders in their sole good faith discretion with the material terms and conditions of the operative acquisition documents; (h) receipt by the Agent of a copy of each material opinion, report and other document required to be delivered pursuant to the operative acquisition documents and requested by the Agent, with a letter from each Person delivering any such opinion or report authorizing reliance thereon by the Agent and the Lenders, all in form and substance satisfactory to the Agent; and (ig) such other information respecting the Acquisition, the target or the Company as the Agent and the Lenders reasonably shall deem relevant.