AND THE TRANSACTIONS AS THE ADMINISTRATIVE AGENT SHALL
REASONABLY REQUEST.
(H)
SOLVENCY CERTIFICATE.
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED A SOLVENCY CERTIFICATE IN THE FORM OF EXHIBIT O, DATED THE CLOSING DATE
AND SIGNED BY THE CHIEF FINANCIAL OFFICER OF EACH BORROWER.
(I)
REQUIREMENTS OF LAW.
THE LENDERS SHALL BE SATISFIED THAT EACH
BORROWER, 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.
(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.
77
(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 IN A MATERIAL ADVERSE EFFECT, OR COULD
MATERIALLY AND ADVERSELY AFFECT THE ABILITY OF THE BORROWERS AND THE
SUBSIDIARIES TO FULLY AND TIMELY PERFORM THEIR RESPECTIVE OBLIGATIONS UNDER THE
LOAN DOCUMENTS, OR THE ABILITY OF THE PARTIES TO CONSUMMATE THE FINANCINGS
CONTEMPLATED HEREBY OR THE OTHER TRANSACTIONS.
(L)
SOURCES AND USES.
THE SOURCES AND USES OF THE LOANS SHALL BE AS
SET FORTH IN SECTION 3.12.
(M)
FEES.
THE ARRANGERS AND ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
ALL FEES AND OTHER 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 LATHAM & WATKINS LLP, SPECIAL
COUNSEL TO THE AGENTS, AND THE FEES AND EXPENSES OF ANY LOCAL COUNSEL, FOREIGN
COUNSEL, APPRAISERS, CONSULTANTS AND OTHER ADVISORS) REQUIRED TO BE REIMBURSED
OR PAID BY THE BORROWERS HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT.
(N)
PERSONAL PROPERTY REQUIREMENTS.
THE COLLATERAL AGENT SHALL HAVE
RECEIVED:
(i)
UCC financing statements (or their foreign equivalents) in appropriate
form for filing under the UCC (or its foreign equivalent), filings with the
United States Patent and Trademark Office and United States Copyright Office and
such other documents under applicable Requirements of Law in each jurisdiction
as may be necessary or appropriate or, in the opinion of the Collateral Agent,
desirable to perfect the Liens created, or purported to be created, by the
Security Documents;
(ii)
certified copies of UCC (or their foreign equivalents), United States
Patent and Trademark Office and United States Copyright Office, tax and judgment
lien searches, bankruptcy and pending lawsuit searches or equivalent reports or
searches, each of a recent date listing all effective financing statements, lien
notices or comparable documents that name any Loan Party as debtor and that are
filed in those state and, if applicable, county jurisdictions in