6.11
FEES AND EXPENSES.
THE FEES REFERRED TO IN
SECTION 4.1 AND SECTION 4.2, THE LEGAL FEES AND EXPENSES OF AGENT'S NEW YORK
COUNSEL AND (IF ANY) LOCAL OR SPECIAL COUNSEL IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL (TO THE EXTENT DEMAND FOR
PAYMENT THEREOF SHALL HAVE BEEN MADE) HAVE BEEN PAID IN FULL.
6.12
SECURITY DOCUMENTS, SCHEDULES, ETC.
THERE SHALL
HAVE BEEN EXECUTED AND DELIVERED BY THE PARTIES THERETO ALL GUARANTIES, SECURITY
DOCUMENTS AND OTHER INSTRUMENTS AND DOCUMENTS REQUIRED BY THIS AGREEMENT, AND
BORROWER SHALL HAVE DELIVERED TO AGENT ALL SCHEDULES REFERENCED HEREIN AS BEING
ATTACHED TO THIS AGREEMENT.
Section
6A.
CONDITIONS PRECEDENT
TO
ALL LOANS.
Lenders shall not be obligated to make any Loans on or after the Effective Date
unless, at the time of the making of such Loan (except as hereinafter indicated)
the following conditions (unless waived in writing by the Majority Lenders) have
been satisfied:
6A.1
CERTAIN CONDITIONS.
AT THE TIME OF THE MAKING OF
SUCH LOAN, AND IMMEDIATELY AFTER GIVING EFFECT THERETO, (A) ALL DEFICIENCIES, IF
ANY, WITH RESPECT TO CONDITIONS PRECEDENT TO ANY PRIOR LOAN SHALL HAVE BEEN
CORRECTED TO THE SATISFACTION OF AGENT, (B) ALL OF THE CONDITIONS SPECIFIED IN
SECTIONS 6.1, 6.6, 6.8, 6.9 AND 6.10 (WITH ANY REFERENCE IN ANY SUCH SECTION TO
THE EFFECTIVE DATE BEING DEEMED TO BE A REFERENCE TO THE DATE OF SUCH LOANS)
SHALL BE SATISFIED TO THE SATISFACTION OF AGENT, (C) EACH OF THE NOTES, THE
GUARANTIES AND THE SECURITY DOCUMENTS SHALL BE IN FULL FORCE AND EFFECT AND NO
PARTY THERETO SHALL HAVE FAILED TO PERFORM IN ANY MATERIAL RESPECT ANY OF ITS
OBLIGATIONS THEREUNDER, (D) NO ISSUER OF ANY LEGAL OPINION ISSUED IN CONNECTION
WITH ANY LOAN DOCUMENT OR THE MAKING OF ANY LOAN SHALL HAVE RESCINDED OR
QUALIFIED ANY SUCH LEGAL OPINION, (E) NO ISSUER THEREOF SHALL HAVE RESCINDED OR
QUALIFIED ANY OF THE FINANCIAL STATEMENTS, CERTIFICATES, LETTERS, REPORTS,
ANALYSES, REQUISITE CONSENTS OR OTHER OPINIONS REFERRED TO IN SECTION 6, AND
(F) THERE SHALL HAVE BEEN, IN THE MAJORITY LENDERS' OPINION, NO MATERIAL ADVERSE
CHANGE SINCE THE EFFECTIVE DATE.
6A.2
SUBSEQUENT OPINIONS OF COUNSEL.
IF REASONABLY
REQUESTED BY AGENT OR MAJORITY LENDERS, AGENT SHALL HAVE RECEIVED FROM ANY OR
ALL OF THE COUNSEL REFERRED TO IN 6.7 (OR OTHER COUNSEL SATISFACTORY TO AGENT)
SUCH FAVORABLE SUPPLEMENTAL LEGAL OPINIONS ADDRESSED TO AGENT AND LENDERS AND
DATED THE DATE OF SUCH LOAN AND COVERING SUCH MATTERS INCIDENTAL TO THE
15
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AS AGENT OR THE MAJORITY LENDERS
SHALL REASONABLY REQUEST, EACH OF WHICH OPINIONS SHALL BE IN FORM AND SUBSTANCE
SATISFACTORY TO AGENT AND LENDER REQUESTING SAME.
6A.3
OFFICER'S CERTIFICATE.
(a)
If requested by Agent, Agent shall have
received a certificate of an Executive Officer of Borrower certifying, as of the
date of the Loan then being made, compliance with the provisions of Section 6.1
(with the reference therein to the Effective Date being deemed a reference to
the date such Loans is being made)