TO THE ADMINISTRATIVE AGENT PURSUANT TO THE
SECURITY AGREEMENT ENDORSED (WITHOUT RECOURSE) IN BLANK (OR ACCOMPANIED BY AN
EXECUTED TRANSFER FORM IN BLANK) BY THE PLEDGOR THEREOF.
(E)
BLOCKED ACCOUNTS; PAYMENT DIRECTION.
(I) THE LOAN PARTIES SHALL
HAVE ESTABLISHED ONE OR MORE BLOCKED ACCOUNTS WITH RESPECT TO THE COLLECTION OF
ACCOUNTS AND THE DEPOSIT OF THE PROCEEDS THEREOF AND (II) THE ADMINISTRATIVE
AGENT, THE APPLICABLE BORROWER AND THE APPLICABLE DEPOSITORY BANK SHALL HAVE
ENTERED INTO A DEPOSIT ACCOUNT CONTROL AGREEMENT WITH RESPECT TO EACH DEPOSIT
ACCOUNT OF THE BORROWERS OTHER THAN EXCLUDED ACCOUNTS.
(F)
OPINIONS OF COUNSEL.
RECEIPT BY THE ADMINISTRATIVE AGENT OF
FAVORABLE OPINIONS OF (I) COOLEY GODWARD KRONISH LLP, COUNSEL TO THE LOAN
PARTIES AND (II) KELLEY DRYE & WARREN LLP, REGULATORY COUNSEL TO THE LOAN
PARTIES, IN EACH CASE, ADDRESSED TO THE ADMINISTRATIVE AGENT AND EACH LENDER,
DATED AS OF THE CLOSING DATE, AND IN FORM AND SUBSTANCE SATISFACTORY TO THE
ADMINISTRATIVE AGENT.
68
(G)
EVIDENCE OF INSURANCE.
RECEIPT BY THE ADMINISTRATIVE AGENT OF COPIES
OF INSURANCE POLICIES OR CERTIFICATES OF INSURANCE OF THE BORROWERS AND THEIR
DOMESTIC SUBSIDIARIES EVIDENCING LIABILITY AND CASUALTY INSURANCE MEETING THE
REQUIREMENTS SET FORTH IN THE LOAN DOCUMENTS AND IN EACH CASE IN FORM AND
SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT.
(H)
LIEN SEARCHES.
RECEIPT BY THE ADMINISTRATIVE AGENT OF UCC, TAX AND
OTHER LIEN SEARCHES CONSIDERED NECESSARY BY THE ADMINISTRATIVE AGENT AND OTHER
EVIDENCE AS REQUESTED BY THE ADMINISTRATIVE AGENT THAT NO LIENS EXIST OTHER THAN
PERMITTED LIENS AND OTHERWISE IN FORM AND SUBSTANCE SATISFACTORY TO THE
ADMINISTRATIVE AGENT.
(I)
THIRD PARTY CONSENTS.
RECEIPT BY THE ADMINISTRATIVE AGENT OF
EVIDENCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT THAT THE LOAN
PARTIES HAVE OBTAINED ALL REQUIRED CONSENTS AND APPROVALS OF ALL PERSONS
INCLUDING ALL REQUISITE GOVERNMENTAL AUTHORITIES, TO THE EXECUTION, DELIVERY AND
PERFORMANCE OF THE LOAN DOCUMENTS.
(J)
FEES.
RECEIPT BY THE ADMINISTRATIVE AGENT AND THE LENDERS OF ANY
FEES REQUIRED TO BE PAID ON OR BEFORE THE CLOSING DATE UNDER THIS AGREEMENT AND
THE FEE LETTER.
(K)
ATTORNEY COSTS.
THE LOAN PARTIES SHALL HAVE PAID ALL ATTORNEY COSTS
OF THE ADMINISTRATIVE AGENT, PLUS SUCH ADDITIONAL AMOUNTS OF ATTORNEY COSTS AS
SHALL CONSTITUTE ITS REASONABLE ESTIMATE OF ATTORNEY COSTS INCURRED OR TO BE
INCURRED BY IT THROUGH THE CLOSING PROCEEDINGS (PROVIDED THAT SUCH ESTIMATE
SHALL NOT THEREAFTER PRECLUDE A FINAL SETTLING OF ACCOUNTS BETWEEN THE LOAN
PARTIES AND THE ADMINISTRATIVE AGENT).
(L)
COMPLIANCE WITH LAWS.
EACH LOAN PARTY SHALL BE IN COMPLIANCE IN
ALL MATERIAL RESPECTS WITH ALL APPLICABLE LAW (EXCEPT TO THE EXTENT ANY OF THE
EXCEPTIONS SET FORTH IN SCHEDULE 6.08 CONSTITUTES A FAILURE BY THE LOAN PARTIES
TO COMPLY WITH THIS SECTION 4.01(L)).
(M)
COMPLIANCE WITH AGREEMENTS. EACH LOAN PARTY SHALL BE IN COMPLIANCE IN
ALL MATERIAL RESPECTS WITH ALL MATERIAL AGREEMENTS, AND SHALL HAVE PROVIDED THE
ADMINISTRATIVE AGENT WITH TRUE AND CORRECT COPIES OF EACH MATERIAL CONTRACT.
(N)
NO LITIGATION.
THERE EXISTS NO PENDING OR THREATENED PROCEEDING
AGAINST THE LOAN PARTIES OR ANY OF THEIR DOMESTIC SUBSIDIARIES OR,