OR SIMILAR NOTICES AS SHALL BE REQUIRED BY LOCAL LAW) IN APPROPRIATE
FORM FOR FILING UNDER THE UNIFORM COMMERCIAL CODE OR OTHER APPLICABLE LOCAL LAW
OF EACH JURISDICTION IN WHICH THE FILING OF A FINANCING STATEMENT OR GIVING OF
NOTICE MAY BE REQUIRED, OR REASONABLY REQUESTED BY THE COLLATERAL AGENT, TO
PERFECT THE SECURITY INTERESTS INTENDED TO BE CREATED BY THE COLLATERAL
DOCUMENTS;
(III)
COPIES OF REPORTS FROM CT CORPORATION OR ANOTHER INDEPENDENT
SEARCH SERVICE REASONABLY SATISFACTORY TO THE COLLATERAL AGENT LISTING ALL
EFFECTIVE FINANCING STATEMENTS THAT NAME HOLDINGS, DR ACQUISITION, THE COMPANY,
DUANE READE, DRI I, DR INTERNATIONAL, DR REALTY OR ANY OTHER LOAN PARTY (UNDER
ITS PRESENT NAME AND ANY PREVIOUS NAME AND, IF REQUESTED BY THE COLLATERAL
AGENT, UNDER ANY TRADE NAMES), AS DEBTOR OR SELLER THAT ARE FILED IN THE
JURISDICTIONS REFERRED TO IN CLAUSE (II) ABOVE, TOGETHER WITH COPIES OF SUCH
FINANCING STATEMENTS (NONE OF WHICH SHALL COVER THE COLLATERAL EXCEPT TO THE
EXTENT EVIDENCING PERMITTED LIENS OR FOR WHICH THE COLLATERAL AGENT SHALL HAVE
RECEIVED TERMINATION STATEMENTS (FORM UCC-3 OR SUCH OTHER TERMINATION STATEMENTS
AS SHALL BE REQUIRED BY LOCAL LAW) FULLY EXECUTED FOR FILING);
(IV)
SEARCHES OF OWNERSHIP OF INTELLECTUAL PROPERTY IN THE APPROPRIATE
GOVERNMENTAL OFFICES AND SUCH PATENT, TRADEMARK AND/OR COPYRIGHT FILINGS AS MAY
BE REQUESTED BY THE COLLATERAL AGENT TO THE EXTENT NECESSARY OR ADVISABLE TO
PERFECT THE LENDERS' SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL;
(V)
ALL OF THE PLEDGED COLLATERAL, WHICH PLEDGED COLLATERAL SHALL BE
IN SUITABLE FORM FOR TRANSFER BY DELIVERY, OR SHALL BE ACCOMPANIED BY DULY
EXECUTED INSTRUMENTS OF TRANSFER OR ASSIGNMENT IN BLANK, ACCOMPANIED IN EACH
CASE BY ANY REQUIRED TRANSFER TAX STAMPS, ALL IN FORM AND SUBSTANCE SATISFACTORY
TO THE COLLATERAL AGENT; AND
(VI)
EVIDENCE OF THE COMPLETION OF ALL OTHER FILINGS AND RECORDINGS OF
OR WITH RESPECT TO THE COLLATERAL DOCUMENTS AND OF ALL OTHER ACTIONS AS MAY BE
NECESSARY OR, IN THE OPINION OF THE COLLATERAL AGENT, DESIRABLE TO PERFECT THE
SECURITY INTERESTS INTENDED TO BE CREATED BY THE COLLATERAL DOCUMENTS.
(L)
EVIDENCE OF INSURANCE.
RECEIPT BY THE COLLATERAL AGENT OF COPIES
OF INSURANCE POLICIES OR CERTIFICATES OF INSURANCE OF THE LOAN PARTIES AND THEIR
SUBSIDIARIES EVIDENCING LIABILITY AND CASUALTY INSURANCE MEETING THE
REQUIREMENTS SET FORTH IN THE TERM LOAN DOCUMENTS, INCLUDING, BUT NOT LIMITED
TO, NAMING THE COLLATERAL AGENT AS ADDITIONAL INSURED AND LOSS PAYEE ON BEHALF
OF THE LENDERS.
56
(M)
CONSENTS AND APPROVALS.
ON THE CLOSING DATE, ALL NECESSARY
GOVERNMENTAL (DOMESTIC OR FOREIGN), REGULATORY AND THIRD PARTY APPROVALS
(INCLUDING, WITHOUT LIMITATION, THOSE WITH RESPECT TO REAL PROPERTY LEASES AND
LICENSE AGREEMENTS RELATING TO INTELLECTUAL PROPERTY BUT EXCLUDING WITH RESPECT
TO NON-GOVERNMENTAL AND NON-REGULATORY APPROVALS THOSE THE FAILURE TO OBTAIN
WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE AFFECT) IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THE DRI MERGER AGREEMENT AND
THE OTHER TRANSACTION DOCUMENTS AND OTHERWISE REFERRED TO HEREIN OR THEREIN
SHALL HAVE BEEN OBTAINED AND REMAIN IN FULL FORCE AND EFFECT, AND ALL APPLICABLE
WAITING PERIODS (INCLUDING