SATISFIED WITH THE FORM AND SUBSTANCE OF THE FINANCIAL STATEMENTS DESCRIBED IN
SECTION 3.04 AND WITH THE FORECASTS OF THE FINANCIAL PERFORMANCE OF HOLDINGS,
BORROWERS AND THEIR RESPECTIVE SUBSIDIARIES.
(F)
INDEBTEDNESS AND MINORITY INTERESTS.
AFTER GIVING EFFECT TO THE TRANSACTIONS AND THE OTHER TRANSACTIONS CONTEMPLATED
HEREBY, NO COMPANY SHALL HAVE OUTSTANDING ANY INDEBTEDNESS FOR BORROWED MONEY,
PREFERRED STOCK OR MINORITY INTERESTS OTHER THAN (I) THE LOANS AND EXTENSIONS OF
CREDIT HEREUNDER, (II) THE LOANS AND EXTENSIONS OF CREDIT UNDER THE TERM LOAN
CREDIT AGREEMENT (III) THE CAPITAL LEASE OBLIGATIONS AND OTHER INDEBTEDNESS
LISTED ON SCHEDULE 6.01, AND (IV) INDEBTEDNESS OWED TO BORROWERS OR ANY
GUARANTOR.
55
(G)
OPINIONS OF COUNSEL.
THE ADMINISTRATIVE
AGENT SHALL HAVE RECEIVED, ON BEHALF OF ITSELF, THE OTHER AGENTS, THE ARRANGER
AND THE LENDERS, A FAVORABLE WRITTEN OPINION OF (I) DORSEY & WHITNEY LLP,
SPECIAL COUNSEL FOR THE LOAN PARTIES, SUBSTANTIALLY TO THE EFFECT SET FORTH IN
EXHIBIT K-1, AND (II) EACH LOCAL COUNSEL LISTED ON SCHEDULE 4.01(G),
SUBSTANTIALLY TO THE EFFECT SET FORTH IN EXHIBIT K-2, IN EACH CASE (A) DATED THE
CLOSING DATE, (B) ADDRESSED TO THE AGENTS AND THE LENDERS AND (C) COVERING SUCH
OTHER MATTERS RELATING TO THE LOAN DOCUMENTS AND THE TRANSACTIONS AS THE
ADMINISTRATIVE AGENT SHALL REASONABLY REQUEST, AND (III) A COPY OF EACH LEGAL
OPINION, IF ANY, DELIVERED UNDER THE OTHER TRANSACTION DOCUMENTS, AND BORROWERS
SHALL USE THEIR BEST EFFORTS TO DELIVER RELIANCE LETTERS FROM THE PARTY
DELIVERING SUCH OPINION AUTHORIZING THE AGENTS AND LENDERS TO RELY THEREON AS IF
SUCH OPINION WERE ADDRESSED TO THEM.
(H)
SOLVENCY CERTIFICATE AND OTHER REPORTS.
(I)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED ALL AUDITS, REPORTS AND
OPINIONS OF APPRAISERS, CONSULTANTS OR OTHER ADVISORS RETAINED BY IT TO REVIEW
THE COLLATERAL, BUSINESS, OPERATION OR CONDITION OF BORROWERS AND THEIR
SUBSIDIARIES GIVING EFFECT TO THE TRANSACTIONS, AND SHALL BE SATISFIED WITH SUCH
AUDITS, REPORTS AND OPINIONS.
(II)
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED A SOLVENCY CERTIFICATE IN THE FORM OF EXHIBIT M, DATED THE CLOSING DATE
AND SIGNED BY THE CHIEF FINANCIAL OFFICER OF EACH BORROWER.
(I)
REQUIREMENTS OF LAW.
THE LENDERS SHALL
BE SATISFIED THAT THE TRANSACTIONS SHALL BE IN FULL COMPLIANCE WITH ALL MATERIAL
REQUIREMENTS OF LAW, INCLUDING WITHOUT LIMITATION REGULATIONS T, U AND X OF THE
BOARD.
THE LENDERS SHALL HAVE RECEIVED REASONABLY SATISFACTORY EVIDENCE OF
COMPLIANCE WITH ALL APPLICABLE REQUIREMENTS OF LAW, INCLUDING ALL APPLICABLE
ENVIRONMENTAL LAWS AND REGULATIONS.
(J)
CONSENTS.
THE LENDERS 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.
(K)
LITIGATION.
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