has requested a Note, such
Lender's Notes duly executed and delivered by an Authorized Officer of the
Borrower.
SECTION 5.1.4.
Solvency, etc.
The Administrative Agent shall have received a
solvency certificate, in substantially the form of Exhibit K, duly executed and
delivered by the chief financial or accounting Authorized Officer of the
Borrower, dated as of the Closing Date.
SECTION 5.1.5.
Closing Documents.
The Administrative Agent shall have received
the following:
(A)
OPINIONS, DATED THE CLOSING DATE AND ADDRESSED TO THE LEAD
ARRANGERS AND ALL LENDERS, FROM (I) DLA PIPER LLP (US), NEW YORK COUNSEL TO THE
OBLIGORS AND (II) BROWNSTEIN HYATT FARBER SCHRECK, LLP, NEVADA COUNSEL TO THE
BORROWER, EACH IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT;
(B)
CERTIFICATES OF INSURANCE, NAMING THE ADMINISTRATIVE AGENT, ON
BEHALF OF THE LENDERS, AS AN ADDITIONAL INSURED OR LOSS PAYEE, AS THE CASE MAY
BE, UNDER ALL INSURANCE POLICIES MAINTAINED WITH RESPECT TO THE ASSETS AND
PROPERTIES OF THE OBLIGORS THAT CONSTITUTES COLLATERAL;
(C)
THE ADMINISTRATIVE AGENT, PARENT, THE BORROWER AND EACH SUBSIDIARY
GUARANTOR SHALL HAVE EXECUTED AND DELIVERED EACH OF THE GUARANTY AND THE
SECURITY AGREEMENT;
(D)
PROPER FINANCING STATEMENTS IN FORM APPROPRIATE FOR FILING UNDER
THE UNIFORM COMMERCIAL CODE OF ALL JURISDICTIONS THAT THE ADMINISTRATIVE AGENT
REASONABLY REQUESTS IN ORDER TO PERFECT THE LIENS CREATED UNDER THE COLLATERAL
DOCUMENTS, COVERING THE COLLATERAL DESCRIBED IN THE COLLATERAL DOCUMENTS;
(E)
ALL CERTIFICATES, AGREEMENTS OR INSTRUMENTS REPRESENTING OR
EVIDENCING THE COLLATERAL CONSISTING OF SECURITIES OR INSTRUMENTS ACCOMPANIED BY
INSTRUMENTS OF TRANSFER AND STOCK POWERS UNDATED AND ENDORSED IN BLANK HAVE BEEN
DELIVERED TO THE ADMINISTRATIVE AGENT;
(F)
PATENT AND TRADEMARK SHORT FORM ASSIGNMENTS IN FORM APPROPRIATE
FOR FILING WITH THE UNITED STATES PATENT AND TRADEMARK OFFICE AND UNITED STATES
COPYRIGHT OFFICE AND SUCH OTHER DOCUMENTS UNDER APPLICABLE REQUIREMENTS OF LAW
IN EACH JURISDICTION AS MAY BE REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT,
IN ORDER TO PERFECT THE LIENS CREATED, OR PURPORTED TO BE CREATED, BY THE
COLLATERAL DOCUMENTS;
(G)
CERTIFIED COPIES OF UNIFORM COMMERCIAL CODE, UNITED STATES PATENT
AND TRADEMARK OFFICE AND UNITED STATES COPYRIGHT OFFICE, TAX AND JUDGMENT LIEN
SEARCHES, OR EQUIVALENT REPORTS OR SEARCHES, EACH OF A RECENT DATE LISTING ALL
EFFECTIVE FINANCING
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STATEMENTS, LIEN NOTICES OR COMPARABLE DOCUMENTS THAT NAME ANY OBLIGOR AS DEBTOR
AND THAT ARE FILED IN THOSE STATE AND COUNTY JURISDICTIONS IN WHICH ANY OBLIGOR
IS ORGANIZED OR MAINTAINS ITS PRINCIPAL PLACE OF BUSINESS AND SUCH OTHER
SEARCHES THAT ARE REQUIRED BY THE PERFECTION CERTIFICATE OR THAT THE
ADMINISTRATIVE AGENT
REASONABLY DEEMS NECESSARY AND SUCH SEARCHES OR REPORTS
SHALL REVEAL NO LIENS ON ANY OF THE COLLATERAL EXCEPT FOR LIENS PERMITTED BY
SECTION 7.2.3 OR TO BE DISCHARGED ON OR PRIOR TO THE CLOSING DATE PURSUANT TO A
PAY-OFF LETTER OR OTHER DOCUMENTATION REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT;
(H)
EVIDENCE OF THE COMPLETION OF ALL OTHER ACTIONS, RECORDINGS AND
FILINGS OF OR WITH RESPECT TO THE COLLATERAL DOCUMENTS THAT THE ADMINISTRATIVE
AGENT MAY REASONABLY DEEM NECESSARY IN ORDER TO PERFECT THE