OR PROPOSES TO TAKE WITH
RESPECT THERETO;
(I)
CLAIMS. PROMPTLY UPON A SENIOR OFFICER'S BECOMING AWARE THAT
(I) ANY PERSON HAS COMMENCED A LEGAL PROCEEDING WITH RESPECT TO A CLAIM AGAINST
THE BORROWER OR A GUARANTOR (WHERE IT IS LIKELY THAT THE BORROWER OR SUCH
GUARANTOR WILL BE MADE A PARTY TO SUCH LEGAL PROCEEDING) THAT IS, IN THE
REASONABLE OPINION OF THEIR INDEPENDENT LEGAL COUNSEL, $1,000,000 OR MORE IN
EXCESS OF THE AMOUNT THEREOF THAT IS FULLY COVERED BY REPUTABLE AND SOLVENT
INSURANCE COMPANIES WITH THE FINANCIAL ABILITY TO PAY THE SAME AND WHO HAVE
AGREED IN WRITING TO COVER SUCH CLAIM, (II) ANY CREDITOR OR LESSOR UNDER A
WRITTEN CREDIT AGREEMENT WITH RESPECT TO INDEBTEDNESS FOR BORROWED MONEY IN
EXCESS OF $500,000 OR LEASE INVOLVING UNPAID RENT IN EXCESS OF $500,000 HAS
ASSERTED A DEFAULT THEREUNDER ON THE PART OF THE BORROWER OR A GUARANTOR,
(III) ANY LABOR UNION HAS NOTIFIED THE BORROWER OR ANY GUARANTOR OF ITS INTENT
TO STRIKE THE BORROWER OR ANY GUARANTOR ON A DATE CERTAIN, OR (IV) ANY OTHER
EVENT OR CIRCUMSTANCE OCCURS OR EXISTS THAT COULD CONSTITUTE A MATERIAL ADVERSE
EFFECT, IN EACH CASE A WRITTEN NOTICE DESCRIBING THE PERTINENT FACTS RELATING
THERETO AND WHAT ACTION THE BORROWER IS TAKING OR PROPOSE TO TAKE WITH RESPECT
THERETO; AND
(J)
OTHER INFORMATION. SUCH OTHER DATA AND INFORMATION REGARDING THE
BORROWER OR ANY GUARANTOR AS FROM TIME TO TIME MAY BE REASONABLY REQUESTED BY
THE LENDER.
SECTION 6.2 COMPLIANCE CERTIFICATES. SO LONG AS ANY OBLIGATIONS REMAIN UNPAID OR
UNPERFORMED, OR THE REVOLVING COMMITMENT REMAINS IN FORCE, THE BORROWER SHALL
DELIVER TO THE LENDER, AT THE BORROWER'S SOLE EXPENSE, CONCURRENT WITH THE
DELIVERY OF EACH HISTORIC FINANCIAL STATEMENT REQUIRED BY SECTION 6.1(A) OR (B),
A COMPLIANCE CERTIFICATE SIGNED BY A SENIOR OFFICER OF THE BORROWER.
ARTICLE VII
CONDITIONS TO LENDING
SECTION 7.1 INITIAL CONDITIONS PRECEDENT. UNLESS WAIVED BY LENDER IN WRITING,
THE OBLIGATION OF THE LENDER TO MAKE THE INITIAL ADVANCE AND THE OBLIGATION OF
THE ISSUER TO ISSUE THE INITIAL LETTER OF CREDIT ARE SUBJECT TO SATISFACTION OF
THE CONDITIONS PRECEDENT SET FORTH IN SECTION 7.2 OR SECTION 7.3, AS APPLICABLE,
AND EACH OF THE FOLLOWING CONDITIONS PRECEDENT, EACH OF WHICH SHALL BE SATISFIED
PRIOR TO THE MAKING OF THE INITIAL ADVANCE OR ISSUANCE OF THE INITIAL LETTER OF
CREDIT (UNLESS THE LENDER, IN ITS SOLE AND ABSOLUTE DISCRETION, SHALL AGREE
OTHERWISE):
(A)
DOCUMENTS. THE LENDER SHALL HAVE RECEIVED ALL OF THE FOLLOWING,
EACH OF WHICH SHALL BE AN ORIGINAL (EXCEPT WHERE ONLY EVIDENCE IS REQUIRED)
UNLESS
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OTHERWISE SPECIFIED, EACH DULY EXECUTED AND DELIVERED BY EACH PARTY THERETO,
EACH DATED AS OF THE CLOSING DATE AND EACH IN FORM AND SUBSTANCE SATISFACTORY TO
THE LENDER AND ITS LEGAL COUNSEL (UNLESS OTHERWISE SPECIFIED OR, IN THE CASE OF
THE DATE OF ANY OF THE FOLLOWING, UNLESS THE LENDER OTHERWISE AGREES OR
DIRECTS):
(I)
FOUR EXECUTED COUNTERPARTS OF THIS AGREEMENT;
(II)
THE NOTE;
(III)
FOUR COUNTERPARTS OF THE GUARANTY EXECUTED BY EACH OF THE