AUTHORITY) OF THE JURISDICTION OF
FORMATION OR INCORPORATION OF SUCH BORROWER; AND
(III)
SUCH OTHER DOCUMENTS AS THE LENDER MAY REASONABLY REQUEST.
(C)
OTHER TRANSACTIONS, ETC.
(I)
THE TRANSACTIONS SHALL HAVE BEEN CONSUMMATED OR SHALL BE
CONSUMMATED SIMULTANEOUSLY ON THE CLOSING DATE, IN EACH CASE IN ALL MATERIAL
RESPECTS IN ACCORDANCE WITH THE TERMS HEREOF AND THE TERMS OF THE OTHER
TRANSACTION DOCUMENTS, WITHOUT THE WAIVER OR AMENDMENT OF ANY SUCH TERMS NOT
APPROVED BY THE LENDER.
(D)
OPINIONS OF COUNSEL.
THE LENDER SHALL HAVE
RECEIVED A FAVORABLE WRITTEN OPINIONS OF EXTERNAL AND INTERNAL COUNSEL FOR THE
BORROWERS SATISFACTORY TO THE LENDER, (A) DATED THE CLOSING DATE, (B) ADDRESSED
TO THE LENDER AND (C) COVERING SUCH MATTERS RELATING TO THE TRANSACTION
DOCUMENTS AND THE TRANSACTIONS AS THE LENDER SHALL REASONABLY REQUEST.
(E)
REQUIREMENTS OF LAW.
THE LENDER SHALL BE
SATISFIED THAT HOLDINGS, ITS SUBSIDIARIES AND THE TRANSACTIONS SHALL BE IN FULL
COMPLIANCE WITH ALL MATERIAL REQUIREMENTS OF LAW, INCLUDING REGULATIONS T, U AND
X OF THE BOARD, AND SHALL HAVE RECEIVED SATISFACTORY EVIDENCE OF SUCH COMPLIANCE
REASONABLY REQUESTED BY THEM.
(F)
CONSENTS.
THE LENDER SHALL BE SATISFIED
THAT ALL REQUISITE GOVERNMENTAL AUTHORITIES AND THIRD PARTIES SHALL HAVE
APPROVED OR CONSENTED TO THE TRANSACTIONS, AND THERE SHALL BE NO GOVERNMENTAL OR
JUDICIAL ACTION, ACTUAL OR THREATENED, THAT HAS OR WOULD HAVE, SINGLY OR IN THE
AGGREGATE, A REASONABLE LIKELIHOOD OF RESTRAINING, PREVENTING OR IMPOSING
BURDENSOME CONDITIONS ON THE TRANSACTIONS OR THE OTHER TRANSACTIONS CONTEMPLATED
HEREBY.
(G)
LITIGATION.
THE LENDER SHALL BE SATISFIED
THAT THERE SHALL BE NO LITIGATION, PUBLIC OR PRIVATE, OR ADMINISTRATIVE
PROCEEDINGS, GOVERNMENTAL INVESTIGATION OR OTHER LEGAL OR REGULATORY
DEVELOPMENTS, ACTUAL OR THREATENED, THAT, SINGLY OR IN THE AGGREGATE, COULD
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT, OR COULD
MATERIALLY AND ADVERSELY AFFECT THE ABILITY OF BORROWERS TO FULLY AND TIMELY
PERFORM THEIR RESPECTIVE OBLIGATIONS UNDER THE TRANSACTION DOCUMENTS, OR THE
ABILITY OF THE PARTIES TO CONSUMMATE THE FINANCINGS CONTEMPLATED HEREBY OR THE
OTHER TRANSACTIONS.
(H)
PAYMENTS AND EXPENSES.
THE LENDER SHALL
HAVE RECEIVED ALL AMOUNTS DUE AND PAYABLE ON OR PRIOR TO THE CLOSING DATE,
INCLUDING, TO THE EXTENT INVOICED, REIMBURSEMENT OR PAYMENT OF ALL OUT-OF-POCKET
EXPENSES (INCLUDING THE LEGAL FEES AND EXPENSES OF KAYE SCHOLER LLP, SPECIAL
COUNSEL TO
30
THE LENDER) REQUIRED TO BE REIMBURSED OR PAID BY BORROWERS HEREUNDER OR UNDER
ANY OTHER TRANSACTION DOCUMENT.
(I)
USA PATRIOT ACT.
THE LENDER SHALL HAVE
RECEIVED, SUFFICIENTLY IN ADVANCE OF THE CLOSING DATE, ALL DOCUMENTATION AND
OTHER INFORMATION THAT MAY BE REQUIRED BY THE LENDER IN ORDER TO ENABLE
COMPLIANCE WITH APPLICABLE "KNOW YOUR CUSTOMER" AND ANTI-MONEY LAUNDERING
RULES AND REGULATIONS, INCLUDING THE UNITED STATES PATRIOT ACT (TITLE III OF
PUB. L. 107-56 (SIGNED INTO LAW OCTOBER 26, 2001)) (THE "PATRIOT ACT") INCLUDING
THE INFORMATION DESCRIBED IN SECTION 9.13.
ARTICLE V
AFFIRMATIVE COVENANTS
Each Borrower warrants, covenants and agrees with the Lender that so long as
this Agreement shall remain in effect and until the principal of and interest on
each Loan and