SHARES OF CAPITAL STOCK PLEDGED PURSUANT TO THE GUARANTEE AND COLLATERAL
AGREEMENT, TOGETHER WITH AN UNDATED STOCK POWER FOR EACH SUCH CERTIFICATE
EXECUTED IN BLANK BY A DULY AUTHORIZED OFFICER OF THE PLEDGOR THEREOF.
(M)
FILINGS, REGISTRATIONS AND RECORDINGS.
EACH
DOCUMENT (INCLUDING ANY UNIFORM COMMERCIAL CODE FINANCING STATEMENT) REQUIRED BY
THE SECURITY 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 LENDERS, 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 8.3), SHALL BE IN PROPER FORM FOR FILING, REGISTRATION OR RECORDATION.
(N)
MORTGAGES, ETC.
THE ADMINISTRATIVE AGENT
SHALL HAVE RECEIVED A MORTGAGE WITH RESPECT TO EACH MORTGAGED PROPERTY, EXECUTED
AND DELIVERED BY A DULY AUTHORIZED OFFICER OF EACH PARTY THERETO.
THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED IN RESPECT OF EACH MORTGAGED PROPERTY A
MORTGAGEE'S TITLE INSURANCE POLICY (OR POLICIES), AND EACH SUCH POLICY SHALL
(I) BE IN AN AMOUNT SATISFACTORY TO THE ADMINISTRATIVE AGENT, (II) INSURE THAT
THE MORTGAGE INSURED THEREBY CREATES A VALID FIRST LIEN ON SUCH MORTGAGED
PROPERTY FREE AND CLEAR OF ALL LIENS, DEFECTS AND ENCUMBRANCES, EXCEPT FOR LIENS
PERMITTED BY SECTION 8.3 OR EXCEPTIONS SHOWN ON TITLE, (III) BE IN THE FORM
REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT, (IV) NAME THE ADMINISTRATIVE
AGENT FOR THE BENEFIT OF THE LENDERS AS THE INSURED THEREUNDER AND (V) CONTAIN
SUCH ENDORSEMENTS AND AFFIRMATIVE COVERAGE AS REASONABLY REQUIRED BY THE
ADMINISTRATIVE AGENT.
57
(O)
MIRMA.
THE LENDERS SHALL HAVE RECEIVED
(I) CERTIFICATION FROM THE BORROWER THAT MIRMA IS NOT PROHIBITED FROM MAKING
DISTRIBUTIONS OR DIVIDENDS AS OF THE CLOSING DATE AND, BASED UPON FINANCIAL
PROJECTIONS OF MIRMA AND ITS SUBSIDIARIES PREPARED IN GOOD FAITH AND BASED UPON
ESTIMATES AND ASSUMPTIONS THAT THE BORROWER BELIEVES TO BE REASONABLE AT THE
TIME DELIVERED, MIRMA IS NOT PROJECTED TO BE PROHIBITED FROM MAKING
DISTRIBUTIONS AND DIVIDENDS DURING THE TERM OF THE LOANS (UNLESS SUCH
PROHIBITION ARISES SOLELY FROM THE REQUIREMENT UNDER THE FACILITY LEASE
DOCUMENTS WITH RESPECT TO MIRMA AND ITS SUBSIDIARIES THAT MIRMA AND ITS
SUBSIDIARIES DELIVER FINANCIAL STATEMENTS FOR THE MOST RECENTLY COMPLETED FISCAL
YEAR OR FISCAL QUARTER, AS THE CASE MAY BE, AND THE DATE OF DETERMINATION IS
LESS THAN 90 OR 60 DAYS, AS THE CASE MAY BE, FROM THE END OF SUCH FISCAL YEAR OR
FISCAL QUARTER) AND (II) REASONABLY DETAILED COMPUTATIONS THAT DEMONSTRATE TO
THE REASONABLE SATISFACTION OF THE ARRANGERS COMPLIANCE WITH ANY RESTRICTIONS ON
RESTRICTED PAYMENTS APPLICABLE TO MIRMA.
5.2.
Conditions to Each Extension of Credit.
The
agreement of each Lender to make any extension of credit requested to be made by
it on any date (including its initial extension of credit) is subject to the
satisfaction of the following conditions precedent:
(A)
REPRESENTATIONS AND WARRANTIES.
EACH OF
THE REPRESENTATIONS AND WARRANTIES MADE BY ANY LOAN PARTY IN OR PURSUANT TO THE
LOAN