SOLE COST AND EXPENSE AND
WITHOUT ANY RECOURSE, REPRESENTATION OR WARRANTY, RELEASE ITS LIENS IN THE
COLLATERAL AND PROMPTLY FILE ALL DOCUMENTATION NECESSARY TO TERMINATE ANY
FINANCING STATEMENTS RELATED THERETO OR OTHERWISE EVIDENCE SUCH RELEASE OF LIENS
(INCLUDING, WITHOUT LIMITATION, THE TERMINATION OF ANY ACCOUNT CONTROL
AGREEMENTS, AS DEFINED BELOW), AND ALL RIGHTS REMAINING THEREIN, IF ANY, SHALL
REVERT TO LOAN PARTIES.
4.
CONDITIONS OF CREDIT EXTENSIONS
4.1.
CONDITIONS PRECEDENT TO TERM LOAN A.
NO LENDER SHALL BE OBLIGATED TO
MAKE THE TERM LOAN A, OR TO TAKE, FULFILL, OR PERFORM ANY OTHER ACTION
HEREUNDER, UNTIL THE FOLLOWING HAVE BEEN DELIVERED TO THE AGENT (THE DATE ON
WHICH THE LENDERS MAKE THE TERM LOAN A AFTER ALL SUCH CONDITIONS SHALL HAVE BEEN
SATISFIED IN A MANNER SATISFACTORY TO AGENT AND LENDERS OR WAIVED IN ACCORDANCE
WITH THIS AGREEMENT, THE "CLOSING DATE"):
(A)
A COUNTERPART OF THIS AGREEMENT DULY EXECUTED BY EACH LOAN PARTY;
(B)
A CERTIFICATE EXECUTED BY THE SECRETARY OF EACH LOAN PARTY, THE FORM
OF WHICH IS ATTACHED HERETO AS EXHIBIT B (THE "SECRETARY'S CERTIFICATE"),
PROVIDING VERIFICATION OF INCUMBENCY AND ATTACHING (I) SUCH LOAN PARTY'S BOARD
RESOLUTIONS APPROVING THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE
OTHER DEBT DOCUMENTS AND (II) SUCH LOAN PARTY'S GOVERNING DOCUMENTS;
(C)
NOTES DULY EXECUTED BY BORROWER IN FAVOR OF EACH APPLICABLE LENDER
IN THE APPROPRIATE AMOUNTS PURSUANT TO THIS AGREEMENT;
(D)
FILED COPIES OF UCC FINANCING STATEMENTS, COLLATERAL ASSIGNMENTS,
AND TERMINATIONS STATEMENTS, WITH RESPECT TO THE COLLATERAL, AS AGENT SHALL
REQUEST;
(E)
CERTIFICATES OF INSURANCE EVIDENCING THE INSURANCE COVERAGE, AND
SATISFACTORY ADDITIONAL INSURED AND LENDER LOSS PAYABLE ENDORSEMENTS, IN EACH
CASE AS REQUIRED PURSUANT TO SECTION 6.4 HEREIN;
9
(F)
CURRENT UCC LIEN, JUDGMENT, BANKRUPTCY AND TAX LIEN SEARCH RESULTS
DEMONSTRATING THAT THERE ARE NO OTHER SECURITY INTERESTS OR LIENS ON THE
COLLATERAL, OTHER THAN PERMITTED LIENS (AS DEFINED BELOW);
(G)
A CERTIFICATE OF GOOD STANDING OF EACH LOAN PARTY FROM THE
JURISDICTION OF SUCH LOAN PARTY'S ORGANIZATION AND A CERTIFICATE OF FOREIGN
QUALIFICATION FROM EACH JURISDICTION WHERE SUCH LOAN PARTY'S FAILURE TO BE SO
QUALIFIED COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT (AS
DEFINED BELOW), IN EACH CASE AS OF A RECENT DATE ACCEPTABLE TO AGENT;
(H)
A LANDLORD CONSENT AND/OR BAILEE LETTER IN FAVOR OF AGENT EXECUTED
BY THE LANDLORD OR BAILEE, AS APPLICABLE, FOR ANY THIRD PARTY LOCATION WHERE
(A) ANY LOAN PARTY'S PRINCIPAL PLACE OF BUSINESS, (B) ANY LOAN PARTY'S BOOKS OR
RECORDS OR (C) COLLATERAL WITH AN AGGREGATE VALUE IN EXCESS OF $50,000 IS
LOCATED, A FORM OF WHICH IS ATTACHED HERETO AS EXHIBIT C-1 AND EXHIBIT C-2, AS
APPLICABLE (EACH AN "ACCESS AGREEMENT");
(I)
A LEGAL OPINION OF LOAN PARTIES' COUNSEL, IN FORM AND SUBSTANCE
SATISFACTORY TO AGENT;
(J)
A COMPLETED EPS SET-UP FORM, A FORM OF WHICH IS ATTACHED HERETO AS
EXHIBIT E (THE "EPS SETUP FORM");
(K)
A COMPLETED PERFECTION CERTIFICATE, DULY EXECUTED BY EACH LOAN PARTY
(THE "PERFECTION CERTIFICATE"), A FORM OF WHICH AGENT PREVIOUSLY DELIVERED TO
BORROWER;
(L)