EXISTING CREDIT AGREEMENT.
(L)
BONDING AND INTERCREDITOR AGREEMENTS.
THE ADMINISTRATIVE AGENT
SHALL HAVE RECEIVED A FULLY EXECUTED INTERCREDITOR AGREEMENT WHICH SHALL BE IN
FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT AND THE
LENDERS, AND A CERTIFIED COPY OF THE BONDING AGREEMENT IN EXISTENCE ON THE
CLOSING DATE, WHICH SHALL BE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
THE ADMINISTRATIVE AGENT.
(M)
CLOSING FEES, EXPENSES, ETC.
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF EACH LENDER, AS THE CASE MAY
BE, ALL FEES THEN EARNED AND DUE AND PAYABLE PURSUANT TO SECTION 2.14 AND ALL
COSTS AND EXPENSES WHICH HAVE BEEN INVOICED AND ARE PAYABLE PURSUANT TO SECTION
9.4.
(N)
OWNERSHIP STRUCTURE, ETC.
EACH OF THE LENDERS SHALL BE REASONABLY
SATISFIED WITH THE OWNERSHIP STRUCTURE AND THE SHAREHOLDER ARRANGEMENTS OF THE
BORROWER AND EACH OF THE SUBSIDIARY GUARANTORS, INCLUDING, WITHOUT LIMITATION,
THE CHARTER AND BYLAWS (OR EQUIVALENT DOCUMENTS) OF EACH LOAN PARTY.
(O)
INSURANCE.
THE LENDERS SHALL BE SATISFIED THAT THE AMOUNT, TYPES
AND TERMS AND CONDITIONS OF ALL INSURANCE MAINTAINED BY THE BORROWER AND EACH OF
THE BORROWER'S SUBSIDIARIES SHALL BE SUBSTANTIALLY SIMILAR TO EACH SUCH PERSON'S
EXISTING INSURANCE AND THAT SUCH
32
INSURANCE REASONABLY SATISFIES THE REQUIREMENTS OF SECTION 6.1.
THE LENDERS
SHALL HAVE RECEIVED ENDORSEMENTS NAMING THE ADMINISTRATIVE AGENT, ON BEHALF OF
THE LENDERS, AS ADDITIONAL INSURED OR LOSS PAYEE, AS THE CASE MAY BE, UNDER ALL
INSURANCE POLICIES TO BE MAINTAINED WITH RESPECT TO THE PROPERTIES OF THE
BORROWER AND THE BORROWER'S SUBSIDIARIES FORMING PART OF THE COLLATERAL AND ALL
LIABILITY POLICIES REQUIRED BY THE LOAN DOCUMENTS.
(P)
ANTI-TERRORISM REGULATION.
TO THE EXTENT REQUESTED, THE
ADMINISTRATIVE AGENT AND LENDERS SHALL HAVE RECEIVED ALL DOCUMENTATION AND OTHER
INFORMATION REQUIRED BY BANK REGULATORY AUTHORITIES UNDER APPLICABLE "KNOW YOUR
CUSTOMER" AND ANTI-MONEY LAUNDERING RULES AND REGULATIONS, INCLUDING WITHOUT
LIMITATION, THE USA PATRIOT ACT.
(Q)
OTHER CONDITIONS.
THE CONDITIONS PRECEDENT TO EACH BORROWING AS
PROVIDED IN SECTION 4.2 SHALL BE SATISFIED ON THE CLOSING DATE.
SECTION 4.2.
CONDITIONS PRECEDENT TO EACH BORROWING AND EACH ISSUANCE OF A
LETTER OF CREDIT.
THE OBLIGATION (A) OF EACH LENDER TO MAKE ITS INITIAL LOANS
AND EACH SUBSEQUENT LOAN AND (B) OF EACH ISSUING LENDER TO ISSUE ITS INITIAL AND
EACH SUBSEQUENT LETTER OF CREDIT (OTHER THAN THE EXISTING L/C'S) AND THE
LENDERS' OBLIGATIONS TO PARTICIPATE IN SUCH LETTERS OF CREDIT SHALL BE SUBJECT
TO EACH OF THE FOLLOWING CONDITIONS PRECEDENT ON THE DATE OF EACH SUCH BORROWING
OR THE ISSUANCE OF SUCH LETTER OF CREDIT:
(A)
THE FOLLOWING STATEMENTS SHALL BE TRUE AND CORRECT (AND EACH OF
THE GIVING OF AN APPLICABLE NOTICE OF BORROWING, OR A LETTER OF CREDIT REQUEST,
AND THE ACCEPTANCE BY THE BORROWER OF THE PROCEEDS OF SUCH LOAN, OR THE ISSUANCE
OF SUCH LETTER OF CREDIT, SHALL CONSTITUTE A REPRESENTATION AND WARRANTY BY THE
BORROWER THAT ON THE DATE OF SUCH LOAN, OR THE ISSUANCE OF SUCH LETTER OF
CREDIT, SUCH STATEMENTS SET FORTH IN CLAUSES (I) THROUGH (III)