FEES.
THE BORROWERS SHALL HAVE PAID TO ADMINISTRATIVE AGENT AND
THE LENDERS ALL COSTS, FEES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, LEGAL
FEES AND EXPENSES) PAYABLE TO ADMINISTRATIVE AGENT AND THE LENDERS TO THE EXTENT
THEN DUE.
(K)
ADVERSE CHANGE.
SINCE DECEMBER 31, 2003, NOTHING SHALL HAVE
OCCURRED (AND THE LENDERS SHALL HAVE BECOME AWARE OF NO FACTS OR CONDITIONS NOT
PREVIOUSLY KNOWN) WHICH ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS SHALL
REASONABLY DETERMINE HAS, OR COULD HAVE, A MATERIAL ADVERSE EFFECT.
(L)
INSURANCE.
ADMINISTRATIVE AGENT SHALL BE SATISFIED WITH THE
INSURANCE COVERAGE IN EFFECT ON THE CLOSING DATE PERTAINING TO THE ASSETS OF THE
BORROWERS AND THEIR RESTRICTED SUBSIDIARIES, AND SHALL HAVE RECEIVED EVIDENCE
SATISFACTORY TO IT THAT ADMINISTRATIVE AGENT SHALL HAVE BEEN NAMED AS A LOSS
PAYEE, MORTGAGEE AND ADDITIONAL INSURED ON ALL SUCH POLICIES OF INSURANCE, AS
APPROPRIATE.
(M)
RATING.
THE COMPANY SHALL HAVE RECEIVED A PROSPECTIVE SENIOR
SECURED DEBT RATING WITH RESPECT TO THE LOANS FROM EACH OF S&P AND MOODY'S.
76
(N)
CORPORATE PROCEEDINGS.
ALL CORPORATE AND LEGAL PROCEEDINGS AND
ALL INSTRUMENTS AND AGREEMENTS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT SHALL BE SATISFACTORY IN FORM AND SUBSTANCE TO ADMINISTRATIVE
AGENT AND, EXCEPT AS OTHERWISE AGREED BY ADMINISTRATIVE AGENT, SHALL HAVE BEEN
CONSUMMATED WITHOUT ANY WAIVER OF ANY CONDITIONS OR OTHER PROVISIONS SET FORTH
THEREIN AND 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
CERTIFICATES, IF ANY, WHICH ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS
REASONABLY MAY HAVE REQUESTED IN CONNECTION THEREWITH, SUCH DOCUMENTS AND PAPERS
WHERE APPROPRIATE TO BE CERTIFIED BY A RESPONSIBLE OFFICER OR BY PROPER
CORPORATE OR GOVERNMENTAL AUTHORITIES.
(O)
LOCK-BOX ACCOUNTS AND MASTER COLLECTION ACCOUNT.
ADMINISTRATIVE
AGENT AND COLLATERAL AGENT SHALL HAVE RECEIVED FULLY EXECUTED COPIES OF (I)
LOCK-BOX LETTERS WITH RESPECT TO EACH LOCK-BOX, LOCK-BOX ACCOUNT AND LOCK-BOX
BANK AND A MASTER COLLECTION ACCOUNT AGREEMENT WITH RESPECT TO THE MASTER
COLLECTION ACCOUNT.
(P)
EXCESS AVAILABILITY.
AFTER GIVING EFFECT TO ALL LOANS ON THE
CLOSING DATE, THERE SHALL BE UNUSED AVAILABILITY UNDER THIS AGREEMENT OF AT
LEAST $150,000,000.00.
(Q)
INTERCREDITOR AGREEMENT.
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
A FULLY EXECUTED COPY OF THE INTERCREDITOR AGREEMENT.
(R)
STRUCTURE.
THE LEGAL, ORGANIZATIONAL AND FINANCIAL STRUCTURE OF
THE BORROWER AND ITS SUBSIDIARIES AND THE FINANCIAL, LEGAL, ACCOUNTING AND TAX
MATTERS RELATING TO THIS AGREEMENT AND THE TERM CREDIT AGREEMENT SHALL BE
SATISFACTORY TO ADMINISTRATIVE AGENT AND LENDERS.
Each Lender hereby agrees that by its execution and delivery of its signature
page hereto, such Lender approves of and consents to each of the matters set
forth in Section 5.1 which must be approved by, or which must be satisfactory
to, the Administrative Agent (in the case of DB), or the Required Lenders or
Lenders, as the case may be; provided that, in the case of any agreement or
document which must be approved by, or which must be satisfactory to, the
Lenders, Administrative Agent or the