OF ANY SURVEY OR PLAT MAPS, THE INITIAL APPRAISAL, THE TITLE
REPORT OR ANY OTHER DUE DILIGENCE DOCUMENT REASONABLY REQUESTED BY SUCH LENDER
OR POTENTIAL ELIGIBLE ASSIGNEE.
H.
FINANCIAL CONDITION AND SOLVENCY
CERTIFICATE.
THE BORROWER SHALL HAVE DELIVERED TO THE AGENT A SOLVENCY
CERTIFICATE FROM THE PRESIDENT OF RIBL, IN FORM AND SUBSTANCE ACCEPTABLE TO
LENDER (THE "SOLVENCY CERTIFICATE").
I.
TRANSACTION COSTS, FEES AND
EXPENSES.
ON OR PRIOR TO THE CLOSING DATE, THE BORROWER SHALL HAVE PAID (I) TO
THE AGENT ANY AND ALL FEES AND REASONABLE EXPENSES OF THE AGENT THAT ARE THEN
DUE AND OWING OR ACCRUED AND NOT YET PAID UNDER OR IN CONNECTION WITH THIS
AGREEMENT OR ANY OF THE DOCUMENTS, INSTRUMENT OR AGREEMENTS EXECUTED IN
CONNECTION HEREWITH AND (II) TO THE APPROPRIATE PERSONS ANY AND ALL OUTSTANDING
REASONABLE FEES AND EXPENSES (INCLUDING LEGAL ADVISORS) INCURRED BY THE AGENT
AND LENDERS THROUGH THE CLOSING DATE IN CONNECTION WITH THE NEGOTIATION,
DRAFTING AND EXECUTION OF THE LOAN DOCUMENTS.
J.
OPINIONS OF LOAN PARTIES' COUNSEL.
THE
AGENT AND ITS COUNSEL SHALL HAVE RECEIVED THE WRITTEN OPINIONS OF VINSON &
ELKINS LLP, DAVIS & CO., AND ALLENS ARTHUR ROBINSON, COUNSEL FOR THE LOAN
PARTIES, THE SPONSOR GUARANTOR (OR THE AGENT WITH RESPECT TO ALLENS ARTHUR
ROBINSON) AND SHAREHOLDER PLEDGORS (A) IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE AGENT AND ITS COUNSEL, (B) DATED AS OF THE CLOSING DATE,
(C) ADDRESSED TO EACH OF THE AGENT AND THE LENDERS, AND (D) SETTING FORTH THE
MATTERS REASONABLY REQUESTED BY THE AGENT.
K.
FINANCIAL INFORMATION.
ON OR BEFORE THE
CLOSING DATE, THE AGENT SHALL HAVE RECEIVED FROM THE BORROWER (I) SUCH FINANCIAL
INFORMATION AND PROJECTIONS DESCRIBED IN SECTION 5.3 AS THE AGENT MAY REASONABLY
REQUEST, AND (II) THE DEVELOPMENT BUDGET, ALL IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE AGENT.
L.
EVIDENCE OF INSURANCE.
THE AGENT SHALL
HAVE RECEIVED COPIES OF CERTIFICATES OF INSURANCE WITH RESPECT TO EACH OF THE
INSURANCE POLICIES REQUIRED PURSUANT TO SECTION 5.6, AND THE AGENT SHALL BE
REASONABLY SATISFIED WITH THE NATURE AND SCOPE OF SUCH INSURANCE POLICIES.
M.
ENVIRONMENTAL.
THE AGENT SHALL HAVE
RECEIVED THE ENVIRONMENTAL IMPACT ASSESSMENT, IN FORM AND SUBSTANCE AND FROM AN
INDEPENDENT ENVIRONMENTAL ASSESSMENT FIRM SATISFACTORY TO THE AGENT,
44
AND THE AGENT SHALL BE REASONABLY SATISFIED AS TO THE AMOUNT AND NATURE OF ANY
ENVIRONMENTAL AND EMPLOYEE HEALTH AND SAFETY EXPOSURES TO WHICH THE BORROWER AND
ITS SUBSIDIARIES MAY BE SUBJECT AFTER GIVING EFFECT TO THE INITIAL BORROWING
HEREUNDER, AND WITH THE PLANS OF THE BORROWER OR SUCH SUBSIDIARIES WITH RESPECT
THERETO.
N.
NO MATERIAL ADVERSE EFFECT. SINCE
SEPTEMBER 30, 2007, THERE SHALL NOT HAVE OCCURRED ANY EVENT, CHANGE OR CONDITION
THAT HAS HAD, OR COULD REASONABLY BE EXPECTED TO HAVE, EITHER INDIVIDUALLY OR IN
THE AGGREGATE, A MATERIAL ADVERSE EFFECT.
O.
ORGANIZATIONAL AND CAPITAL STRUCTURE,
OWNERSHIP, MANAGEMENT, ETC.
(I)
ORGANIZATIONAL STRUCTURE.
THE
ORGANIZATIONAL STRUCTURE OF BORROWER AND ITS SUBSIDIARIES AS OF THE CLOSING DATE
SHALL BE AS SET FORTH ON SCHEDULE 3.1O.
(II)
CAPITAL STRUCTURE AND OWNERSHIP.
THE