ANY ACTION BEING TAKEN OR THREATENED BY ANY COMPETENT AUTHORITY
WHICH WOULD RESTRAIN, PREVENT OR OTHERWISE IMPOSE ADVERSE CONDITIONS ON THE
TRANSACTIONS CONTEMPLATED
43
BY THE LOAN DOCUMENTS OR THE MERGER DOCUMENTS OR THE FINANCING THEREOF AND NO
ACTION, REQUEST FOR STAY, PETITION FOR REVIEW OR REHEARING, RECONSIDERATION, OR
APPEAL WITH RESPECT TO ANY OF THE FOREGOING SHALL BE PENDING, AND THE TIME FOR
ANY APPLICABLE AGENCY TO TAKE ACTION TO SET ASIDE ITS CONSENT ON ITS OWN MOTION
SHALL HAVE EXPIRED.
(H)
COLLATERAL.
IN ORDER TO CREATE IN FAVOR OF ADMINISTRATIVE AGENT,
FOR THE BENEFIT OF LENDERS, A VALID, PERFECTED SECURITY INTEREST IN THE PERSONAL
PROPERTY COLLATERAL, ADMINISTRATIVE AGENT SHALL HAVE RECEIVED:
(I)
EVIDENCE SATISFACTORY TO ADMINISTRATIVE AGENT OF THE COMPLIANCE
BY EACH CREDIT PARTY OF THEIR OBLIGATIONS UNDER THE PLEDGE AND SECURITY
AGREEMENT AND THE OTHER SECURITY DOCUMENTS (INCLUDING THEIR OBLIGATIONS TO
EXECUTE AND DELIVER UCC FINANCING STATEMENTS, ORIGINALS OF SECURITIES,
INSTRUMENTS AND CHATTEL PAPER AND ANY AGREEMENTS GOVERNING DEPOSIT AND/OR
SECURITIES ACCOUNTS AS PROVIDED THEREIN);
(II)
A COMPLETED COLLATERAL QUESTIONNAIRE DATED THE CLOSING DATE AND
EXECUTED BY A RESPONSIBLE OFFICER OF EACH CREDIT PARTY, TOGETHER WITH ALL
ATTACHMENTS CONTEMPLATED THEREBY, INCLUDING (A) THE RESULTS OF A RECENT SEARCH,
BY A PERSON SATISFACTORY TO ADMINISTRATIVE AGENT, OF ALL EFFECTIVE UCC FINANCING
STATEMENTS (OR EQUIVALENT FILINGS) MADE WITH RESPECT TO ANY PERSONAL OR MIXED
PROPERTY OF ANY CREDIT PARTY IN THE JURISDICTIONS SPECIFIED IN THE COLLATERAL
QUESTIONNAIRE, TOGETHER WITH COPIES OF ALL SUCH FILINGS DISCLOSED BY SUCH
SEARCH, AND (B) UCC TERMINATION STATEMENTS (OR SIMILAR DOCUMENTS) DULY EXECUTED
BY ALL APPLICABLE PERSONS FOR FILING IN ALL APPLICABLE JURISDICTIONS AS MAY BE
NECESSARY TO TERMINATE ANY EFFECTIVE UCC FINANCING STATEMENTS (OR EQUIVALENT
FILINGS) DISCLOSED IN SUCH SEARCH (OTHER THAN ANY SUCH FINANCING STATEMENTS IN
RESPECT OF PERMITTED LIENS);
(III)
OPINIONS OF COUNSEL (WHICH COUNSEL SHALL BE REASONABLY
SATISFACTORY TO ADMINISTRATIVE AGENT) WITH RESPECT TO THE CREATION AND
PERFECTION OF THE SECURITY INTERESTS IN FAVOR OF ADMINISTRATIVE AGENT IN SUCH
COLLATERAL AND SUCH OTHER MATTERS GOVERNED BY THE LAWS OF EACH JURISDICTION IN
WHICH ANY CREDIT PARTY OR ANY PERSONAL PROPERTY COLLATERAL IS LOCATED AS
ADMINISTRATIVE AGENT MAY REASONABLY REQUEST, IN EACH CASE IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO ADMINISTRATIVE AGENT; AND
(IV)
EVIDENCE THAT EACH CREDIT PARTY SHALL HAVE TAKEN OR CAUSED TO BE
TAKEN ANY OTHER ACTION, EXECUTED AND DELIVERED OR CAUSED TO BE EXECUTED AND
DELIVERED ANY OTHER AGREEMENT, DOCUMENT AND INSTRUMENT (INCLUDING WITHOUT
LIMITATION, ANY INTERCOMPANY NOTES EVIDENCING INDEBTEDNESS PERMITTED TO BE
INCURRED PURSUANT TO SECTION 7.1(E)) AND MADE OR CAUSED TO BE MADE ANY OTHER
FILING AND RECORDING (OTHER THAN AS SET FORTH HEREIN) REASONABLY REQUIRED BY
COLLATERAL AGENT.
(V)
EXECUTED NOTICES OF ASSIGNMENT OF CLAIMS IN CONNECTION WITH UNITED
STATES GOVERNMENT RECEIVABLES COMPLYING WITH THE TERMS OF THE ASSIGNMENT OF
CLAIMS ACT OF 1940, 31 U.S.C. § 3727, 41 U.S.C. § 15 AND OTHERWISE ACCEPTABLE IN
FORM TO ADMINISTRATIVE AGENT, TO BE HELD BY THE ADMINISTRATIVE AGENT, AND
WRITTEN AUTHORIZATION IN FORM AND