COLLATERAL AGENT, OF ALL EFFECTIVE UCC FINANCING STATEMENTS (OR EQUIVALENT
FILINGS) MADE WITH RESPECT TO ANY PERSONAL OR MIXED PROPERTY OF ANY CREDIT PARTY
IN THE JURISDICTIONS SPECIFIED IN THE COLLATERAL QUESTIONNAIRE, TOGETHER WITH
COPIES OF ALL SUCH FILINGS DISCLOSED BY SUCH SEARCH.
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(F)
EVIDENCE OF INSURANCE. ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A
CERTIFICATE FROM COMPANY'S INSURANCE BROKER OR OTHER EVIDENCE REASONABLY
SATISFACTORY TO IT THAT ALL INSURANCE REQUIRED TO BE MAINTAINED PURSUANT TO
SECTION 5.5 IS IN FULL FORCE AND EFFECT AND THAT COLLATERAL AGENT, FOR THE
BENEFIT OF LENDERS HAS BEEN NAMED AS ADDITIONAL INSURED AND LOSS PAYEE
THEREUNDER TO THE EXTENT REQUIRED UNDER SECTION 5.5.
(G)
OPINIONS OF COUNSEL TO CREDIT PARTIES. LENDERS AND THEIR
RESPECTIVE COUNSEL SHALL HAVE RECEIVED AN ORIGINALLY EXECUTED COPY OF THE
FAVORABLE WRITTEN OPINION OF SCHULTE ROTH & ZABEL LLP, SPECIAL NEW YORK COUNSEL
FOR THE CREDIT PARTIES, ADDRESSED TO THE AGENTS AND THE LENDERS SUBSTANTIALLY IN
THE SAME FORM AND SUBSTANCE AS THE OPINION DELIVERED IN CONNECTION WITH THE
CLOSING UNDER THE EXISTING CREDIT AGREEMENT.
(H)
FEES. ALL COSTS, FEES, EXPENSES (INCLUDING, WITHOUT LIMITATION,
REASONABLE LEGAL FEES AND EXPENSES, TITLE PREMIUMS AND RECORDING TAXES AND FEES)
AND OTHER COMPENSATION PAYABLE TO LEAD ARRANGER AND ADMINISTRATIVE AGENT SHALL
HAVE BEEN PAID TO THE EXTENT DUE.
(I)
SECOND AMENDMENT EFFECTIVE DATE SOLVENCY CERTIFICATE. ON THE
SECOND AMENDMENT EFFECTIVE DATE, ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A
SECOND AMENDMENT EFFECTIVE DATE SOLVENCY CERTIFICATE FROM COMPANY DATED THE
SECOND AMENDMENT EFFECTIVE DATE AND ADDRESSED TO ADMINISTRATIVE AGENT AND
LENDERS, AND IN FORM, SCOPE AND SUBSTANCE REASONABLY SATISFACTORY TO
ADMINISTRATIVE AGENT, WITH APPROPRIATE ATTACHMENTS AND DEMONSTRATING THAT AFTER
GIVING EFFECT TO THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY,
COMPANY AND ITS SUBSIDIARIES, ON A CONSOLIDATED BASIS, ARE AND WILL BE SOLVENT.
(J)
SECOND AMENDMENT EFFECTIVE DATE CERTIFICATE. HOLDINGS AND COMPANY
SHALL HAVE DELIVERED TO ADMINISTRATIVE AGENT AN ORIGINALLY EXECUTED SECOND
AMENDMENT EFFECTIVE DATE CERTIFICATE, TOGETHER WITH ALL ATTACHMENTS THERETO.
(K)
NO LITIGATION. THERE SHALL NOT EXIST ANY ACTION, SUIT,
INVESTIGATION, LITIGATION OR PROCEEDING OR OTHER LEGAL OR REGULATORY
DEVELOPMENT, PENDING OR THREATENED IN ANY COURT OR BEFORE ANY ARBITRATOR OR
GOVERNMENTAL AUTHORITY, THAT SINGLY OR IN THE AGGREGATE MATERIALLY IMPAIRS THE
TRANSACTIONS CONTEMPLATED BY THE CREDIT DOCUMENTS OR THAT WOULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(L)
COMPLETION OF PROCEEDINGS. ALL LIMITED LIABILITY COMPANY,
PARTNERSHIP, CORPORATE AND OTHER PROCEEDINGS TAKEN OR TO BE TAKEN IN CONNECTION
WITH THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE SATISFACTORY IN FORM AND
SUBSTANCE TO ADMINISTRATIVE AGENT AND ITS COUNSEL, AND ADMINISTRATIVE AGENT AND
SUCH COUNSEL SHALL HAVE RECEIVED ALL SUCH COUNTERPART ORIGINALS OR CERTIFIED
COPIES OF SUCH DOCUMENTS AS ADMINISTRATIVE AGENT MAY REASONABLY REQUEST.
79
Each Lender, by delivering its signature page to the Second Amendment and/or
funding a Loan on the Second Amendment Effective Date, shall be deemed to have
acknowledged receipt of, and consented to and approved, each Credit Document and
each other document required to be approved by any Agent, Requisite Lenders or