NOT OTHER OTHERWISE AVAILABLE), (II) REASONABLY SATISFACTORY
EVIDENCE OF INSURANCE REQUIRED UNDER §7.7, (III) REASONABLY SATISFACTORY CURRENT
UNIFORM COMMERCIAL CODE LIEN SEARCHES ON THE BORROWER AND EACH OF THE GUARANTORS
IN SUCH JURISDICTIONS AS THE AGENT MAY REASONABLY REQUIRE, AND (IV) EVIDENCE
REASONABLY SATISFACTORY TO THE AGENT THAT THE AGENT (FOR THE BENEFIT OF THE
SECURED PARTIES) HAS A VALID AND PERFECTED FIRST PRIORITY SECURITY INTEREST IN
THE COLLATERAL, INCLUDING (X) SUCH DOCUMENTS DULY EXECUTED BY THE BORROWER AND
EACH GUARANTOR AS THE AGENT MAY REASONABLY REQUEST WITH RESPECT TO THE
PERFECTION OF ITS SECURITY INTERESTS IN THE COLLATERAL (INCLUDING FINANCING
STATEMENTS UNDER THE UCC, SECURITY AGREEMENTS AND OTHER APPLICABLE DOCUMENTS
UNDER THE LAWS OF ANY JURISDICTION WITH RESPECT TO THE PERFECTION OF LIENS
CREATED BY THE PLEDGE AND SECURITY AGREEMENT) AND (Y) ALL NOTES AND OTHER
INSTRUMENTS REPRESENTING COLLATERAL (IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE AGENT) BEING PLEDGED PURSUANT TO THE PLEDGE AND SECURITY
AGREEMENT DULY ENDORSED IN FAVOR OF THE AGENT OR IN BLANK.
§10.6.
OPINIONS OF COUNSEL CONCERNING ORGANIZATION, LOAN
DOCUMENTS AND COLLATERAL.
EACH OF THE LENDERS AND THE AGENT SHALL HAVE RECEIVED
FAVORABLE OPINIONS FROM BORROWER'S COUNSEL ADDRESSED TO THE LENDERS AND THE
AGENT AND DATED AS OF THE EFFECTIVE DATE, IN FORM AND SUBSTANCE SATISFACTORY TO
THE AGENT.
§10.7.
PAYMENT OF FEES.
THE BORROWER SHALL HAVE PAID TO THE
LENDERS THE FEES PURSUANT TO §4.1 AND SHALL HAVE PAID ALL OTHER EXPENSES AS
PROVIDED IN §15 HEREOF THEN OUTSTANDING.
§10.8.
EXISTING AGREEMENT.
THERE SHALL EXIST NO DEFAULT OR
EVENT OF DEFAULT AS DEFINED IN THE EXISTING CREDIT AGREEMENT.
§11.
CONDITIONS TO ALL CREDIT ADVANCES.
THE
OBLIGATIONS OF THE LENDERS TO MAKE ANY LOAN, WHETHER ON OR AFTER THE EFFECTIVE
DATE, SHALL ALSO BE SUBJECT TO THE SATISFACTION OF THE FOLLOWING CONDITIONS
PRECEDENT:
§11.1.
REPRESENTATIONS TRUE; NO EVENT OF DEFAULT; COMPLIANCE
CERTIFICATE.
EACH OF THE REPRESENTATIONS AND WARRANTIES OF THE BORROWER AND
EACH GUARANTOR CONTAINED IN THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR IN ANY
DOCUMENT OR INSTRUMENT DELIVERED PURSUANT TO OR IN CONNECTION WITH THIS
AGREEMENT SHALL BE TRUE AS OF THE DATE AS OF WHICH THEY WERE MADE AND SHALL ALSO
BE TRUE AT AND AS OF THE TIME OF THE MAKING OF SUCH LOAN, WITH THE SAME EFFECT
AS IF MADE AT AND AS OF THAT TIME (EXCEPT (I) TO THE EXTENT OF CHANGES RESULTING
FROM TRANSACTIONS CONTEMPLATED OR PERMITTED BY THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS, (II) TO THE EXTENT OF CHANGES OCCURRING IN THE ORDINARY COURSE OF
BUSINESS THAT SINGLY OR IN THE AGGREGATE ARE NOT MATERIALLY ADVERSE, AND (III)
TO THE EXTENT THAT SUCH REPRESENTATIONS AND WARRANTIES RELATE EXPRESSLY TO AN
EARLIER DATE); THE BORROWER SHALL HAVE PERFORMED AND COMPLIED WITH ALL TERMS AND
CONDITIONS
52
HEREIN REQUIRED TO BE PERFORMED BY IT OR PRIOR TO THE BORROWING DATE OF SUCH
LOAN; AND NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING
ON THE DATE OF ANY LOAN REQUEST OR ON THE BORROWING