(D)
LOAN DOCUMENTS AND CONTRIBUTION AGREEMENTS.
EACH OBLIGOR SHALL HAVE DULY EXECUTED AND DELIVERED THE LOAN DOCUMENTS AND
CONTRIBUTION AGREEMENTS TO WHICH IT IS A PARTY (IN SUCH NUMBER OF COPIES AS
AGENTS SHALL HAVE REQUESTED).
EACH SUCH LOAN DOCUMENT SHALL BE IN SUBSTANTIALLY
THE FORM FURNISHED TO THE LENDERS PRIOR TO THEIR EXECUTION OF THIS AGREEMENT,
TOGETHER WITH SUCH CHANGES THEREIN AS AGENTS MAY APPROVE.
(E)
SECURITY MATTERS.
ALL SUCH ACTION AS
AGENTS SHALL HAVE REQUESTED TO PERFECT THE LIENS CREATED PURSUANT TO THE
SECURITY DOCUMENTS WHICH ARE IN EFFECT AS OF THE EFFECTIVE DATE SHALL HAVE BEEN
TAKEN, INCLUDING, WITHOUT LIMITATION, WHERE APPLICABLE, THE FILING, RECORDING,
LODGEMENT AND/OR REGISTRATION OF THE SECURITY DOCUMENTS WITH THE APPROPRIATE
GOVERNMENTAL
66
AUTHORITIES.
AGENTS SHALL ALSO HAVE RECEIVED EVIDENCE SATISFACTORY TO IT THAT
THE LIENS CREATED BY THE SECURITY DOCUMENTS CONSTITUTE FIRST PRIORITY LIENS,
EXCEPT AS EXPRESSLY PROVIDED HEREIN OR THEREIN, INCLUDING, WITHOUT LIMITATION,
DELIVERY OF ALL APPLICABLE STOCK OR SHARE CERTIFICATES OF SUCH SECURITIES TO BE
PLEDGED PURSUANT TO THE SECURITY DOCUMENTS (WITH STOCK POWERS OR SHARE TRANSFER
FORMS EXECUTED IN BLANK). AGENTS SHALL ALSO HAVE RECEIVED ALL UNIFORM COMMERCIAL
CODE SEARCH REPORTS AND OTHER APPLICABLE PERSONAL PROPERTY REGISTRY REPORTS WITH
RESPECT TO THE OBLIGORS, SATISFACTORY TITLE EVIDENCE WITH RESPECT TO REAL
PROPERTY OWNED BY THE OBLIGORS IN FORM AND SUBSTANCE ACCEPTABLE TO AGENT, AND
EXECUTED RELEASES OR ASSIGNMENTS (AS U.S. AGENT MAY REQUIRE) OF ANY PRIOR LIENS
WHICH ARE NOT PERMITTED HEREUNDER.
(F)
FEES AND EXPENSES. BORROWERS SHALL HAVE
PAID TO AGENTS ALL ACCRUED AND UNPAID FEES IN THE AMOUNTS PREVIOUSLY AGREED UPON
IN WRITING BETWEEN ANY BORROWER AND ANY AGENT.
(G)
INSURANCE.
BORROWERS SHALL HAVE DELIVERED
TO AGENTS CERTIFICATES OF INSURANCE SATISFACTORY TO AGENTS EVIDENCING THE
EXISTENCE OF ALL INSURANCE REQUIRED TO BE MAINTAINED BY EACH OBLIGOR BY THIS
AGREEMENT AND THE SECURITY DOCUMENTS.
(H)
OPINIONS OF COUNSEL.
AGENTS SHALL HAVE
RECEIVED SUCH OPINIONS OF COUNSEL TO OBLIGORS AS AGENTS SHALL REASONABLY REQUEST
WITH RESPECT TO OBLIGORS AND THE LOAN DOCUMENTS.
(I)
CONSENTS.
AGENTS SHALL HAVE RECEIVED
EVIDENCE SATISFACTORY TO THE MAJORITY LENDERS THAT ALL MATERIAL CONSENTS OF EACH
GOVERNMENTAL AUTHORITY AND OF EACH OTHER PERSON, IF ANY, REASONABLY REQUIRED IN
CONNECTION WITH (A) THE LOANS, LETTERS OF CREDIT AND BANKERS' ACCEPTANCES AND
(B) THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS HAVE BEEN SATISFACTORILY OBTAINED.
(J)
PAYMENT OF EXISTING DEBT.
AGENTS SHALL
HAVE RECEIVED EVIDENCE SATISFACTORY TO THE MAJORITY LENDERS THAT THE U.S.
BORROWER AND ITS SUBSIDIARIES SHALL HAVE BEEN RELEASED (OR WILL, UPON PAYMENT
THEREOF USING THE PROCEEDS OF THE LOANS, BE RELEASED) FROM ALL LIABILITIES AND
OBLIGATIONS IN RESPECT OF ALL BORROWED MONEY INDEBTEDNESS OTHER THAN THE
OBLIGATIONS AND OTHER THAN LIABILITIES AND OBLIGATIONS EXPRESSLY PERMITTED UNDER
SECTION 8.1 HEREOF, AND THAT ANY SUCH BORROWED MONEY INDEBTEDNESS WHICH IS NOT
SO PERMITTED SHALL HAVE BEEN TERMINATED.
(K)
OTHER DOCUMENTS.
AGENTS SHALL HAVE
RECEIVED SUCH OTHER DOCUMENTS CONSISTENT WITH THE TERMS OF THIS AGREEMENT AND
RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY