EVIDENCE IN FORM AND
SUBSTANCE SATISFACTORY TO IT THAT ALL OF THE REQUIREMENTS OF SECTION 5(J) OF THE
SECURITY AGREEMENT SHALL HAVE BEEN SATISFIED.
NO LITIGATION. (I)
NO LITIGATION, INVESTIGATION OR PROCEEDING BEFORE OR BY ANY
ARBITRATOR OR GOVERNMENT AUTHORITY SHALL BE CONTINUING OR THREATENED AGAINST THE
LOAN PARTIES OR AGAINST THE OFFICERS OR DIRECTORS OF THE LOAN PARTIES (A) IN
CONNECTION WITH THIS AGREEMENT OR THE OTHER BASIC DOCUMENTS OR ANY OF THE OTHER
TRANSACTIONS CONTEMPLATED THEREBY AND WHICH, IN THE REASONABLE OPINION OF THE
ADMINISTRATIVE AGENT, IS DEEMED MATERIAL OR (B) WHICH, IF ADVERSELY DETERMINED,
WOULD, IN THE REASONABLE OPINION OF THE ADMINISTRATIVE AGENT, HAVE A MATERIAL
ADVERSE EFFECT ON THE BUSINESS, ASSETS, OPERATIONS OR CONDITION (FINANCIAL OR
OTHERWISE) OF ANY BORROWER OR THE LOAN PARTIES TAKEN AS A WHOLE; AND (II) NO
INJUNCTION, WRIT, RESTRAINING ORDER OR OTHER ORDER OF ANY NATURE MATERIALLY
ADVERSE TO ANY BORROWER OR THE LOAN PARTIES TAKEN AS A WHOLE OR TO THE CONDUCT
OF ITS OR THEIR BUSINESS OR INCONSISTENT WITH THE DUE CONSUMMATION OF THIS
AGREEMENT SHALL HAVE BEEN ISSUED BY ANY GOVERNMENTAL AUTHORITY.
CONDITIONS TO EACH LOAN.
The agreement of each Lender to make any Loan requested to be made by it on any
date (including, without limitation, its initial Loan) and the agreement of the
Issuing Lender to issue any Letter of Credit (including, without limitation, its
initial Letter of Credit) is subject to the satisfaction of the following
conditions precedent:
REPRESENTATIONS, WARRANTIES AND COVENANTS. EACH OF THE REPRESENTATIONS,
WARRANTIES AND COVENANTS MADE BY EACH OF THE LOAN PARTIES IN OR PURSUANT TO THE
LOAN DOCUMENTS AND EACH OF THE REPRESENTATIONS, WARRANTIES AND COVENANTS
CONTAINED IN ANY CERTIFICATE, DOCUMENT OR FINANCIAL OR OTHER STATEMENT FURNISHED
AT ANY TIME UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY LOAN DOCUMENTS
SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF SUCH DATE AS IF
MADE ON AND AS OF SUCH DATE, EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND
WARRANTIES EXPRESSLY RELATE TO AN EARLIER DATE OR ARE NO LONGER TRUE AND CORRECT
AS A RESULT OF AN ACTIVITY PERMITTED BY THIS AGREEMENT.
NO DEFAULT. NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING
ON SUCH DATE OR AFTER GIVING EFFECT TO THE LOANS REQUESTED TO BE MADE ON SUCH
DATE; PROVIDED, HOWEVER, THAT THE REQUIRED LENDERS MAY AGREE TO CONTINUE TO MAKE
REVOLVING CREDIT LOANS NOTWITHSTANDING THE EXISTENCE OF A DEFAULT OR AN EVENT OF
DEFAULT.
MAXIMUM REVOLVING CREDIT LOANS, IN THE CASE OF REVOLVING CREDIT LOANS REQUESTED
TO BE MADE OR LETTERS OF CREDIT TO BE ISSUED, AFTER GIVING EFFECT THERETO, THE
AGGREGATE OUTSTANDING RC EXTENSIONS OF CREDIT SHALL NOT EXCEED THE REVOLVER
BORROWING BASE,
44
BORROWING BASE. IN THE CASE OF ANY REVOLVING CREDIT LOANS REQUESTED TO BE MADE
OR LETTERS OF CREDIT TO BE ISSUED, THE ADMINISTRATIVE AGENT SHALL HAVE TIMELY
RECEIVED A BORROWING BASE CERTIFICATE (WITH ALL APPROPRIATE REPORTS) FOR THE
MOST RECENT PERIOD FOR WHICH SUCH BORROWING