FEES, CHARGES AND DISBURSEMENTS
OF SHEARMAN & STERLING LLP) REQUIRED TO BE REIMBURSED OR PAID BY ANY LOAN PARTY
HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT.
(F)
SECURITY DOCUMENTS.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
THE SECURITY AGREEMENT, THE PLEDGE AGREEMENT, PARENT GUARANTEE AGREEMENT AND
SUBSIDIARY GUARANTEE AGREEMENT, DULY EXECUTED AND DELIVERED BY THE RESPECTIVE
LOAN PARTIES PARTY THERETO, TOGETHER WITH THE FOLLOWING:
(I)
ALL CERTIFICATES REPRESENTING ALL THE OUTSTANDING SHARES OF
EQUITY INTERESTS OF THE BORROWER AND EACH SUBSIDIARY OWNED BY OR ON BEHALF OF
ANY LOAN PARTY AS OF THE CLOSING DATE AND REQUIRED TO BE PLEDGED UNDER THE
PLEDGE AGREEMENT (EXCEPT THAT STOCK CERTIFICATES REPRESENTING SHARES OF COMMON
STOCK OF A FOREIGN SUBSIDIARY THAT IS A CFC MAY BE LIMITED TO 66% OF THE
OUTSTANDING SHARES OF COMMON STOCK OF SUCH FIRST-TIER FOREIGN SUBSIDIARY), ALL
PROMISSORY NOTES EVIDENCING INTERCOMPANY INDEBTEDNESS OWED TO ANY LOAN PARTY AS
OF THE CLOSING DATE, AND STOCK POWERS AND INSTRUMENTS OF TRANSFER, ENDORSED IN
BLANK, WITH RESPECT TO SUCH STOCK CERTIFICATES AND PROMISSORY NOTES;
(II)
ALL DOCUMENTS AND INSTRUMENTS, INCLUDING UNIFORM COMMERCIAL CODE
FINANCING STATEMENTS AND INTELLECTUAL PROPERTY SECURITY AGREEMENTS, REQUIRED BY
LAW OR REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT TO BE FILED, REGISTERED
OR RECORDED TO CREATE OR PERFECT THE LIENS ON THE COLLATERAL OWNED OR TO
64
BE ACQUIRED ON OR BEFORE THE CLOSING DATE AND INTENDED TO BE CREATED UNDER THE
SECURITY AGREEMENT AND THE PLEDGE AGREEMENT;
(III)
A COMPLETED PERFECTION CERTIFICATE DATED THE CLOSING DATE AND
SIGNED BY AN EXECUTIVE OFFICER OR FINANCIAL OFFICER OF THE BORROWER, TOGETHER
WITH ALL ATTACHMENTS CONTEMPLATED THEREBY, INCLUDING THE RESULTS OF A SEARCH OF
THE UNIFORM COMMERCIAL CODE (OR EQUIVALENT) FILINGS MADE WITH RESPECT TO THE
LOAN PARTIES, IN THE JURISDICTIONS CONTEMPLATED BY THE PERFECTION CERTIFICATE
AND COPIES OF THE FINANCING STATEMENTS (OR SIMILAR DOCUMENTS) DISCLOSED BY SUCH
SEARCH AND EVIDENCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT THAT THE
LIENS INDICATED BY SUCH FINANCING STATEMENTS (OR SIMILAR DOCUMENTS) ARE
PERMITTED BY SECTION 6.02 OR HAVE BEEN RELEASED; AND
(IV)
EXCEPT AS SET FORTH IN SECTION 5.17, EVIDENCE THAT ALL OTHER
ACTION THAT THE ADMINISTRATIVE AGENT MAY DEEM NECESSARY OR DESIRABLE IN ORDER TO
PERFECT AND PROTECT THE FIRST PRIORITY LIENS AND SECURITY INTERESTS CREATED
UNDER THE SECURITY AGREEMENT AND THE PLEDGE AGREEMENT HAS BEEN TAKEN (INCLUDING,
WITHOUT LIMITATION, RECEIPT OF DULY EXECUTED PAYOFF LETTERS.
(G)
INTERCOMPANY SUBORDINATION AGREEMENT.
THE ADMINISTRATIVE AGENT
SHALL HAVE RECEIVED THE INTERCOMPANY SUBORDINATION AGREEMENT, DULY EXECUTED AND
DELIVERED BY EACH LOAN PARTY.
(H)
INSURANCE.
SUBJECT TO SECTION 5.18(D), THE ADMINISTRATIVE AGENT
SHALL HAVE RECEIVED EVIDENCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT
THAT THE INSURANCE REQUIRED BY SECTION 5.07 AND THE SECURITY AGREEMENT IS IN
EFFECT.
(I)
CONSENTS AND APPROVALS.
ALL CONSENTS AND APPROVALS REQUIRED TO
BE OBTAINED FROM ANY GOVERNMENTAL AUTHORITY OR OTHER PERSON (INCLUDING THE BOARD
OF DIRECTORS OF EACH LOAN PARTY AND, IF APPLICABLE, THE REQUIRED CONSENTS FROM
THE HOLDERS OF THE SENIOR UNSECURED NOTES) IN CONNECTION WITH THE TRANSACTIONS
SHALL HAVE BEEN OBTAINED, COPIES