ADMINISTRATIVE AGENT SHALL HAVE RECEIVED SUCH OTHER DOCUMENTS
AND CERTIFICATES AS THE ADMINISTRATIVE AGENT OR ITS COUNSEL MAY REASONABLY
REQUEST RELATING TO THE ORGANIZATION, EXISTENCE AND GOOD STANDING OF EACH CREDIT
PARTY, THE AUTHORIZATION OF THE TRANSACTIONS AND ANY OTHER LEGAL MATTERS
RELATING TO THE CREDIT PARTIES, THE LOAN DOCUMENTS OR THE TRANSACTIONS, ALL IN
FORM AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT AND ITS COUNSEL.
(K)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED UNIFORM COMMERCIAL
CODE, TAX AND JUDGMENT LIEN SEARCH REPORTS WITH RESPECT TO EACH APPLICABLE
PUBLIC OFFICE WHERE LIENS ARE OR MAY BE FILED DISCLOSING THAT THERE ARE NO LIENS
OF RECORD IN SUCH OFFICIAL'S OFFICE COVERING ANY COLLATERAL OR SHOWING BORROWER
OR ANY OTHER CREDIT PARTY AS DEBTOR THEREUNDER (OTHER THAN PERMITTED LIENS) AND
A CERTIFICATE OF AN OFFICER OF BORROWER, DATED THE EFFECTIVE DATE, CERTIFYING
THAT, UPON THE MAKING OF THE LOANS THERE WILL EXIST NO LIENS ON THE COLLATERAL
OTHER THAN PERMITTED LIENS.
(L)
THERE SHALL BE NO INJUNCTION, WRIT, PRELIMINARY RESTRAINING ORDER
OR OTHER ORDER OF ANY NATURE ISSUED BY ANY GOVERNMENTAL AUTHORITY IN ANY RESPECT
AFFECTING THE TRANSACTIONS PROVIDED FOR IN THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS AND NO ACTION OR PROCEEDING BY OR BEFORE ANY GOVERNMENTAL AUTHORITY
HAS BEEN COMMENCED AND IS PENDING OR, TO THE KNOWLEDGE OF BORROWER, THREATENED,
SEEKING TO PREVENT OR DELAY THE TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS
OR CHALLENGING ANY OTHER TERMS AND PROVISIONS HEREOF OR THEREOF OR SEEKING ANY
DAMAGES IN CONNECTION THEREWITH, AND THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED A CERTIFICATE, IN ALL RESPECTS SATISFACTORY TO THE ADMINISTRATIVE
AGENT, OF AN OFFICER OF BORROWER TO THE FOREGOING EFFECT.
(M)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A CERTIFICATE, DATED
THE EFFECTIVE DATE AND SIGNED BY AN OFFICER OF BORROWER, CONFIRMING COMPLIANCE
WITH THE CONDITIONS SET FORTH IN PARAGRAPHS (A) AND (B) OF SECTION 5.02.
69
(N)
PRIOR TO OR SIMULTANEOUSLY WITH THE MAKING OF THE LOANS ON THE
EFFECTIVE DATE, BORROWER SHALL HAVE FULLY REPAID ALL INDEBTEDNESS SET FORTH ON
SCHEDULE 5.01 HERETO AND ALL AGREEMENTS WITH RESPECT THERETO SHALL HAVE BEEN
CANCELLED OR TERMINATED, ALL LIENS, IF ANY, SECURING THE SAME SHALL HAVE BEEN
TERMINATED, AND THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED SATISFACTORY
EVIDENCE THEREOF.
(O)
THE LENDERS SHALL HAVE COMPLETED A DUE DILIGENCE INVESTIGATION OF
BORROWER AND THE OTHER CREDIT PARTIES IN SCOPE, AND WITH RESULTS, SATISFACTORY
TO THE LENDERS; BORROWER AND THE OTHER CREDIT PARTIES SHALL HAVE GIVEN THE
ADMINISTRATIVE AGENT SUCH ACCESS TO THEIR RESPECTIVE BOOKS AND RECORDS AS THE
ADMINISTRATIVE AGENT MAY HAVE REQUESTED UPON REASONABLE NOTICE IN ORDER TO CARRY
OUT ITS INVESTIGATIONS, APPRAISALS AND ANALYSES, AND THE ADMINISTRATIVE AGENT
SHALL HAVE RECEIVED ALL ADDITIONAL FINANCIAL, BUSINESS AND OTHER INFORMATION
REGARDING BORROWER AND THE OTHER CREDIT PARTIES AND THEIR RESPECTIVE PROPERTIES
AS THE ADMINISTRATIVE AGENT SHALL HAVE REASONABLY REQUESTED.
(P)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED ALL FEES AND OTHER
AMOUNTS DUE AND PAYABLE ON OR PRIOR TO THE EFFECTIVE DATE, INCLUDING, TO THE
EXTENT INVOICED, REIMBURSEMENT OR