ASSISTANT SECRETARY;
(E)
ORGANIZATIONAL DOCUMENTS.
AGENT SHALL HAVE RECEIVED A COPY OF THE
ORGANIZATION DOCUMENTS OF EACH LOAN PARTY, AND ALL AMENDMENTS THERETO, CERTIFIED
BY THE SECRETARY OF STATE OR OTHER APPROPRIATE OFFICIAL OF ITS JURISDICTION OF
ORGANIZATION TOGETHER WITH COPIES OF THE BYLAWS OR OPERATING AGREEMENT, AS
APPLICABLE, OF EACH LOAN PARTY, CERTIFIED AS ACCURATE AND COMPLETE BY THE
SECRETARY OF EACH LOAN PARTY;
(F)
GOOD STANDING CERTIFICATES.
AGENT SHALL HAVE RECEIVED GOOD
STANDING CERTIFICATES (OR THE EQUIVALENT THEREOF) FOR EACH LOAN PARTY DATED NOT
MORE THAN THIRTY (30) DAYS PRIOR TO THE CLOSING DATE, ISSUED BY THE SECRETARY OF
STATE OR OTHER APPROPRIATE OFFICIAL OF EACH LOAN PARTY'S JURISDICTION OF
ORGANIZATION AND EACH JURISDICTION WHERE THE CONDUCT OF EACH LOAN PARTY'S
BUSINESS ACTIVITIES OR THE OWNERSHIP OF ITS PROPERTIES NECESSITATES
QUALIFICATION, EXCEPT WHERE THE FAILURE TO QUALIFY COULD NOT REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT;
(G)
LEGAL OPINION.
AGENT SHALL HAVE RECEIVED THE EXECUTED LEGAL
OPINION OF ZUKERMAN GORE BRANDEIS & CROSSMAN, LLP, SPECIAL COUNSEL TO THE LOAN
PARTIES, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO AGENT WHICH SHALL
COVER SUCH MATTERS INCIDENT TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
AND THE OTHER DOCUMENTS AS AGENT AND TERM LENDER MAY REASONABLY REQUIRE AND EACH
LOAN PARTY HEREBY AUTHORIZES AND DIRECTS SUCH COUNSEL TO DELIVER SUCH OPINIONS
TO AGENT AND LENDERS AND TERM LENDER;
(H)
NO LITIGATION.
(I) NO LITIGATION, INVESTIGATION OR PROCEEDING
BEFORE OR BY ANY ARBITRATOR OR GOVERNMENTAL BODY SHALL BE CONTINUING OR
THREATENED IN WRITING AGAINST ANY LOAN PARTY OR AGAINST THE OFFICERS OR
DIRECTORS OF ANY LOAN PARTY IN CONNECTION WITH THIS AGREEMENT AND/OR THE OTHER
DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY AND WHICH COULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT; AND (II) NO
INJUNCTION, WRIT, RESTRAINING ORDER OR OTHER ORDER OF ANY NATURE MATERIALLY
ADVERSE TO ANY LOAN PARTY OR THE CONDUCT OF ITS BUSINESS OR INCONSISTENT WITH
THE DUE CONSUMMATION OF THE TRANSACTIONS SHALL HAVE BEEN ISSUED BY ANY
GOVERNMENTAL BODY;
(I)
FEES AND EXPENSES.
AGENT SHALL HAVE RECEIVED ALL FEES PAYABLE TO
AGENT, LENDERS OR TERM LENDER ON OR PRIOR TO THE CLOSING DATE PURSUANT TO
ARTICLE III AND ALL OTHER FEES AND EXPENSES INCURRED BY AGENT IN CONNECTION WITH
THE TRANSACTIONS ON OR PRIOR TO THE CLOSING DATE;
67
(J)
PAYMENT INSTRUCTIONS.
AGENT SHALL HAVE RECEIVED WRITTEN
INSTRUCTIONS FROM BORROWER DIRECTING THE APPLICATION OF PROCEEDS OF THE TERM
LOAN AND ANY ADVANCES TO BE MADE ON THE CLOSING DATE;
(K)
CONSENTS.
AGENT SHALL HAVE RECEIVED ANY AND ALL CONSENTS
NECESSARY TO PERMIT THE EFFECTUATION OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT AND THE OTHER DOCUMENTS; AND, AGENT SHALL HAVE RECEIVED SUCH CONSENTS
AND WAIVERS OF SUCH THIRD PARTIES AS MIGHT ASSERT CLAIMS WITH RESPECT TO THE
COLLATERAL, AS AGENT AND ITS COUNSEL MAY REASONABLY REQUEST;
(L)
NO MATERIAL ADVERSE CHANGE.
(I) SINCE JUNE 30, 2009, THERE SHALL
NOT HAVE OCCURRED ANY EVENT, CONDITION OR STATE OF FACTS, WITH RESPECT TO
BORROWER OR