THE
ADMINISTRATIVE AGENT AND THE LENDERS, IN FORM AND SUBSTANCE ACCEPTABLE TO THE
ADMINISTRATIVE AGENT (WHICH SHALL INCLUDE, WITHOUT LIMITATION, OPINIONS WITH
RESPECT TO THE DUE ORGANIZATION AND VALID EXISTENCE OF EACH CREDIT PARTY,
OPINIONS AS TO FIRST PRIORITY PERFECTION OF THE LIENS GRANTED TO THE
ADMINISTRATIVE AGENT PURSUANT TO THE SECURITY DOCUMENTS, A NON-CONSOLIDATION
OPINION, AND OPINIONS AS TO THE NON-CONTRAVENTION OF THE CREDIT PARTIES'
ORGANIZATIONAL DOCUMENTS AND MATERIAL CONTRACTS).
(D)
PERSONAL PROPERTY COLLATERAL.
THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED, IN FORM AND SUBSTANCE SATISFACTORY TO
THE ADMINISTRATIVE AGENT:
(I)
(A) SEARCHES OF UCC FILINGS IN THE
JURISDICTION OF INCORPORATION OR FORMATION, AS APPLICABLE, OF EACH CREDIT PARTY,
COPIES OF THE FINANCING STATEMENTS ON FILE IN SUCH JURISDICTIONS AND EVIDENCE
THAT NO LIENS EXIST (OR THE SAME HAVE BEEN APPROPRIATELY TERMINATED) OTHER THAN
PERMITTED LIENS AND (B) TAX LIEN, JUDGMENT, BANKRUPTCY AND PENDING LITIGATION
SEARCHES, THE RESULTS OF WHICH SHALL BE ACCEPTABLE TO THE ADMINISTRATIVE AGENT
IN ITS DISCRETION;
(II)
COMPLETED UCC FINANCING STATEMENTS FOR
EACH APPROPRIATE JURISDICTION AS IS NECESSARY, IN THE ADMINISTRATIVE AGENT'S
DISCRETION, TO PERFECT THE ADMINISTRATIVE AGENT'S SECURITY INTEREST IN THE
COLLATERAL;
(III)
STOCK OR MEMBERSHIP CERTIFICATES, IF ANY,
EVIDENCING THE EQUITY INTERESTS PLEDGED TO THE ADMINISTRATIVE AGENT PURSUANT TO
THE PLEDGE AGREEMENTS AND DULY EXECUTED IN BLANK UNDATED STOCK OR TRANSFER
POWERS;
(IV)
DULY EXECUTED CONSENTS AS ARE NECESSARY, IN
THE ADMINISTRATIVE AGENT'S DISCRETION, TO PERFECT THE LENDERS' SECURITY INTEREST
IN THE COLLATERAL;
(V)
ALL INSTRUMENTS AND CHATTEL PAPER IN THE
POSSESSION OF ANY OF THE CREDIT PARTIES, TOGETHER WITH ALLONGES OR ASSIGNMENTS
AS MAY BE NECESSARY OR APPROPRIATE TO PERFECT THE ADMINISTRATIVE AGENT'S AND THE
LENDERS' SECURITY INTEREST IN THE COLLATERAL;
(VI)
THE ACCOUNT CONTROL AGREEMENT; AND
71
(VII)
IF APPLICABLE, EXECUTED CONTROL AGREEMENTS
NECESSARY TO PERFECT ANY COLLATERAL WHERE THE PERFECTION THEREOF IS BY CONTROL.
(E)
LIABILITY, CASUALTY, PROPERTY AND BUSINESS
INTERRUPTION INSURANCE.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED, TO THE
EXTENT REQUESTED, COPIES OF INSURANCE POLICIES OR CERTIFICATES AND ENDORSEMENTS
OF INSURANCE EVIDENCING LIABILITY, CASUALTY, PROPERTY AND BUSINESS INTERRUPTION
INSURANCE MEETING THE REQUIREMENTS SET FORTH HEREIN OR IN THE SECURITY
DOCUMENTS.
(F)
ACCOUNT DESIGNATION NOTICE.
THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED THE EXECUTED ACCOUNT DESIGNATION NOTICE
IN THE FORM OF EXHIBIT 1.1(A) HERETO.
(G)
NOTICE OF BORROWING.
THE ADMINISTRATIVE
AGENT SHALL HAVE RECEIVED A NOTICE OF BORROWING WITH RESPECT TO THE LOANS TO BE
MADE ON THE CLOSING DATE, TOGETHER WITH ALL OTHER DOCUMENTS, AGREEMENTS OR
INSTRUMENTS REQUIRED BY SECTION 4.2.
(H)
CONSENTS.
THE ADMINISTRATIVE AGENT SHALL
HAVE RECEIVED EVIDENCE THAT ALL BOARDS OF DIRECTORS, GOVERNMENTAL, SHAREHOLDER
AND MATERIAL THIRD PARTY CONSENTS AND APPROVALS NECESSARY IN CONNECTION WITH THE
TRANSACTIONS HAVE BEEN OBTAINED AND ALL APPLICABLE WAITING PERIODS HAVE EXPIRED
WITHOUT ANY ACTION BEING TAKEN BY ANY AUTHORITY THAT COULD RESTRAIN, PREVENT OR
IMPOSE ANY MATERIAL ADVERSE CONDITIONS ON SUCH TRANSACTIONS OR THAT COULD SEEK
OR THREATEN ANY OF THE FOREGOING.
(I)
COMPLIANCE WITH LAWS.
THE FINANCINGS
AND OTHER TRANSACTIONS CONTEMPLATED HEREBY SHALL BE IN COMPLIANCE WITH ALL
REQUIREMENTS OF