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.
73
(G)
OPINIONS OF COUNSEL.
THE ADMINISTRATIVE
AGENT SHALL HAVE RECEIVED, ON BEHALF OF ITSELF, THE OTHER AGENTS, THE ARRANGER,
THE LENDERS AND THE ISSUING BANK, 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, THE ISSUING BANK
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, LENDERS AND THE ISSUING BANK 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 IN A MATERIAL ADVERSE
EFFECT, OR COULD MATERIALLY AND ADVERSELY AFFECT THE ABILITY OF HOLDINGS,
BORROWERS AND THE SUBSIDIARIES TO FULLY AND TIMELY PERFORM THEIR RESPECTIVE
OBLIGATIONS UNDER THE TRANSACTION 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