IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY, OR
WHICH ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS SHALL DETERMINE COULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(J)
FEES.
BORROWER SHALL HAVE PAID TO ADMINISTRATIVE AGENT AND THE
LENDERS ALL COSTS, FEES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, LEGAL FEES
AND EXPENSES) PAYABLE TO ADMINISTRATIVE AGENT AND THE LENDERS TO THE EXTENT THEN
DUE.
(K)
ADVERSE CHANGE.
SINCE DECEMBER 31, 2003, NOTHING SHALL HAVE
OCCURRED (AND THE LENDERS SHALL HAVE BECOME AWARE OF NO FACTS OR CONDITIONS NOT
PREVIOUSLY KNOWN) WHICH ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS SHALL
REASONABLY DETERMINE HAS, OR COULD HAVE, A MATERIAL ADVERSE EFFECT.
(L)
INSURANCE.
ADMINISTRATIVE AGENT SHALL BE SATISFIED WITH THE
INSURANCE COVERAGE IN EFFECT ON THE CLOSING DATE PERTAINING TO THE ASSETS OF
BORROWER AND ITS RESTRICTED
53
SUBSIDIARIES, AND SHALL HAVE RECEIVED EVIDENCE SATISFACTORY TO IT THAT
ADMINISTRATIVE AGENT SHALL HAVE BEEN NAMED AS A LOSS PAYEE, MORTGAGEE AND
ADDITIONAL INSURED ON ALL SUCH POLICIES OF INSURANCE, AS APPROPRIATE.
(M)
RATING.
BORROWER SHALL HAVE RECEIVED A PROSPECTIVE SENIOR SECURED
DEBT RATING WITH RESPECT TO THE LOANS FROM EACH OF S&P AND MOODY'S.
(N)
CORPORATE PROCEEDINGS.
ALL CORPORATE AND LEGAL PROCEEDINGS AND
ALL INSTRUMENTS AND AGREEMENTS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT SHALL BE SATISFACTORY IN FORM AND SUBSTANCE TO ADMINISTRATIVE
AGENT AND, EXCEPT AS OTHERWISE AGREED BY ADMINISTRATIVE AGENT, SHALL HAVE BEEN
CONSUMMATED WITHOUT ANY WAIVER OF ANY CONDITIONS OR OTHER PROVISIONS SET FORTH
THEREIN AND ADMINISTRATIVE AGENT SHALL HAVE RECEIVED ALL INFORMATION AND COPIES
OF ALL DOCUMENTS AND PAPERS, INCLUDING RECORDS OF CORPORATE PROCEEDINGS,
GOVERNMENTAL APPROVALS, GOOD STANDING CERTIFICATES AND BRING-DOWN TELEGRAMS OR
CERTIFICATES, IF ANY, WHICH ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS
REASONABLY MAY HAVE REQUESTED IN CONNECTION THEREWITH, SUCH DOCUMENTS AND PAPERS
WHERE APPROPRIATE TO BE CERTIFIED BY A RESPONSIBLE OFFICER OR BY PROPER
CORPORATE OR GOVERNMENTAL AUTHORITIES.
(O)
STRUCTURE.
THE LEGAL, ORGANIZATIONAL AND FINANCIAL STRUCTURE OF
BORROWER AND ITS SUBSIDIARIES AND THE FINANCIAL, LEGAL, ACCOUNTING AND TAX
MATTERS RELATING TO THIS AGREEMENT AND THE REVOLVING CREDIT AGREEMENT SHALL BE
SATISFACTORY TO ADMINISTRATIVE AGENT.
(P)
COMPLIANCE WITH LAW.
BORROWER AND EACH OF ITS SUBSIDIARIES SHALL
BE IN COMPLIANCE, IN ALL MATERIAL RESPECTS, WITH ALL APPLICABLE FOREIGN AND USA
FEDERAL, STATE AND LOCAL LAWS AND REGULATIONS, INCLUDING ALL APPLICABLE
ENVIRONMENTAL LAWS AND REGULATIONS.
Each Lender hereby agrees that by its execution and delivery of its signature
page hereto, such Lender approves of and consents to each of the matters set
forth in Section 5.1 which must be approved by, or which must be satisfactory
to, the Administrative Agent (in the case of DB), or the Required Lenders or
Lenders, as the case may be; provided that, in the case of any agreement or
document which must be approved by, or which must be satisfactory to, the
Lenders, Administrative Agent or Borrower shall have delivered a copy of such
agreement or document to such Lender if so requested on or prior to the Closing
Date.
ARTICLE VI