THE
AGENTS, THE ISSUING BANK AND THE LENDERS AND (C) COVERING THE MATTERS SET FORTH
IN EXHIBIT N AND 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, ACCOMPANIED BY 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.
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 BORROWER.
(I)
REQUIREMENTS OF LAW.
THE LENDERS SHALL BE REASONABLY SATISFIED
THAT 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 REASONABLY SATISFACTORY EVIDENCE OF SUCH
COMPLIANCE REASONABLY REQUESTED BY THEM.
(J)
CONSENTS.
THE LENDERS SHALL BE REASONABLY 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,
72
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 BORROWER 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 SECTION 3.12.
(M)
FEES.
THE ARRANGER 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 CAHILL GORDON & REINDEL 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 BORROWER HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT.
(N)
EXISTING INDEBTEDNESS.
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED PAYOFF LETTERS, UCC TERMINATION STATEMENTS AND OTHER LIEN RELEASE
DOCUMENTS, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE
AGENT WITH RESPECT TO ANY INDEBTEDNESS BEING REPAID ON THE CLOSING DATE AND
LIENS BEING TERMINATED ON THE CLOSING DATE.
(O)
PERSONAL PROPERTY REQUIREMENTS.
THE COLLATERAL AGENT SHALL HAVE
RECEIVED:
(i)
all certificates, agreements or instruments representing or evidencing
the Securities Collateral accompanied by instruments of transfer and stock
powers undated and endorsed in blank;