SECTION 3.11.
(M)
FEES.
THE ARRANGER, COLLATERAL AGENT 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
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REASONABLE LEGAL FEES AND EXPENSES OF WINSTON & STRAWN LLP, SPECIAL COUNSEL TO
THE ADMINISTRATIVE AGENT, AND THE REASONABLE FEES AND EXPENSES OF ANY LOCAL
COUNSEL, APPRAISERS, CONSULTANTS AND OTHER ADVISORS) REQUIRED TO BE REIMBURSED
OR PAID BY BORROWERS HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT.
(N)
PERSONAL PROPERTY REQUIREMENTS.
THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED:
(I)
ALL CERTIFICATES, AGREEMENTS OR
INSTRUMENTS REPRESENTING OR EVIDENCING THE PLEDGED SECURITIES AND THE PLEDGED
NOTES (EACH AS DEFINED IN THE SECURITY AGREEMENT) ACCOMPANIED BY INSTRUMENTS OF
TRANSFER AND STOCK POWERS ENDORSED IN BLANK SHALL HAVE BEEN DELIVERED TO THE
ADMINISTRATIVE AGENT;
(II)
ALL OTHER CERTIFICATES, AGREEMENTS,
INCLUDING CONTROL AGREEMENTS, OR INSTRUMENTS NECESSARY TO PERFECT THE
ADMINISTRATIVE AGENT'S SECURITY INTEREST IN ALL CHATTEL PAPER, ALL INSTRUMENTS
AND ALL INVESTMENT PROPERTY OF EACH LOAN PARTY (AS EACH SUCH TERM IS DEFINED IN
THE SECURITY AGREEMENT AND TO THE EXTENT REQUIRED BY SECTION 3.4 OF THE SECURITY
AGREEMENT);
(III)
UCC FINANCING STATEMENTS IN APPROPRIATE FORM
FOR FILING UNDER THE UCC, FILINGS WITH THE UNITED STATES PATENT, TRADEMARK AND
COPYRIGHT OFFICES AND SUCH OTHER DOCUMENTS UNDER APPLICABLE REQUIREMENTS OF LAW
IN EACH JURISDICTION AS MAY BE NECESSARY OR APPROPRIATE OR, IN THE OPINION OF
THE ADMINISTRATIVE AGENT, DESIRABLE TO PERFECT THE LIENS CREATED, OR PURPORTED
TO BE CREATED, BY THE SECURITY DOCUMENTS.
(IV)
CERTIFIED COPIES OF UCC, 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 COUNTY JURISDICTIONS IN WHICH ANY PROPERTY OF ANY LOAN
PARTY IS LOCATED AND THE STATE AND COUNTY JURISDICTIONS IN WHICH ANY LOAN PARTY
IS ORGANIZED OR MAINTAINS ITS PRINCIPAL PLACE OF BUSINESS AND SUCH OTHER
SEARCHES THAT THE ADMINISTRATIVE AGENT DEEMS NECESSARY OR APPROPRIATE, NONE OF
WHICH ENCUMBER THE COLLATERAL COVERED OR INTENDED TO BE COVERED BY THE SECURITY
DOCUMENTS (OTHER THAN PERMITTED LIENS);
(V)
WITH RESPECT TO EACH REAL PROPERTY SET FORTH
ON SCHEDULE 4.01(N), SUCH LOAN PARTY SHALL HAVE OBTAINED A LANDLORD LIEN WAIVER
AND ACCESS AGREEMENT OR, IF APPLICABLE, A BAILEE LETTER OR OTHER APPROPRIATE
WAIVER AND ACCESS AGREEMENT;
(VI)
A CUSTOMS BROKER AGREEMENT IN FORM AND
SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT WITH
RESPECT TO THE DOCUMENTS COVERING ELIGIBLE IN-TRANSIT INVENTORY; AND
(VII)
EVIDENCE ACCEPTABLE TO THE ADMINISTRATIVE AGENT
OF PAYMENT BY THE LOAN PARTIES OF ALL APPLICABLE RECORDING TAXES, FEES, CHARGES,
COSTS AND EXPENSES REQUIRED FOR THE RECORDING OF THE SECURITY DOCUMENTS.
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(O)
REAL PROPERTY REQUIREMENTS.
THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED:
(I)
A MORTGAGE ENCUMBERING EACH MORTGAGED
REAL PROPERTY IN FAVOR OF ADMINISTRATIVE AGENT, FOR THE BENEFIT OF