ENDORSEMENTS NAMING AGENT AS LOSS PAYEE;
(M)
AGENT SHALL HAVE RECEIVED EVIDENCE, IN FORM AND SUBSTANCE
SATISFACTORY TO AGENT, THAT A PERMITTED SECURITIZATION FACILITY IS IN FULL FORCE
AND EFFECT ON TERMS AND CONDITIONS SATISFACTORY TO AGENT AND ALL SECURITIZATION
FACILITY DOCUMENTS THEN IN EFFECT IN CONNECTION THEREWITH;
(N)
AGENT SHALL HAVE RECEIVED THE SECURITIZATION INTERCREDITOR
AGREEMENT, IN FORM AND SUBSTANCE SATISFACTORY TO AGENT, DULY AUTHORIZED,
EXECUTED AND DELIVERED BY THE PARTIES TO THE EXISTING PERMITTED SECURITIZATION
FACILITY;
(O)
NO MATERIAL PENDING OR THREATENED, LITIGATION, PROCEEDING,
BANKRUPTCY OR INSOLVENCY, INJUNCTION, ORDER OR CLAIMS WITH RESPECT TO BORROWERS
AND GUARANTORS SHALL EXIST;
(P)
AS OF THE DATE HEREOF AND AFTER GIVING EFFECT TO THE
TRANSACTIONS CONTEMPLATED HEREBY, NO DEFAULTS OR EVENTS OF DEFAULT ON ANY
MATERIAL INDEBTEDNESS (INCLUDING UNDER ANY OF THE NOTE DOCUMENTS OR
SECURITIZATION FACILITY DOCUMENTS) OR ANY OTHER MATERIAL CONTRACTS OF BORROWERS,
GUARANTORS OR ANY RESTRICTED SUBSIDIARY SHALL EXIST OR HAVE OCCURRED;
(Q)
AGENT SHALL HAVE RECEIVED, IN FORM AND SUBSTANCE
SATISFACTORY TO AGENT, SUCH OPINION LETTERS OF COUNSEL TO BORROWERS AND
GUARANTORS WITH RESPECT TO THE FINANCING AGREEMENTS AND SUCH OTHER MATTERS AS
AGENT MAY REQUEST; AND
(R)
THE OTHER FINANCING AGREEMENTS AND ALL INSTRUMENTS AND
DOCUMENTS HEREUNDER AND THEREUNDER SHALL HAVE BEEN DULY EXECUTED AND DELIVERED
TO AGENT, IN FORM AND SUBSTANCE SATISFACTORY TO AGENT.
4.2
CONDITIONS PRECEDENT TO ALL LOANS AND LETTERS OF CREDIT.
THE OBLIGATION OF
LENDERS TO MAKE THE LOANS, INCLUDING THE INITIAL LOANS, OR OF ISSUING BANK TO
ISSUE ANY LETTER OF CREDIT, INCLUDING THE INITIAL LETTERS OF CREDIT, IS SUBJECT
TO THE FURTHER SATISFACTION OF, OR WAIVER OF, IMMEDIATELY PRIOR TO OR
CONCURRENTLY WITH THE MAKING OF EACH SUCH LOAN OR THE ISSUANCE OF SUCH LETTER OF
CREDIT OF EACH OF THE FOLLOWING CONDITIONS PRECEDENT:
(A)
ALL REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN AND
IN THE OTHER FINANCING AGREEMENTS SHALL BE TRUE AND CORRECT WITH THE SAME EFFECT
AS THOUGH SUCH REPRESENTATIONS AND WARRANTIES HAD BEEN MADE ON AND AS OF THE
DATE OF THE MAKING OF EACH SUCH LOAN OR PROVIDING EACH SUCH LETTER OF CREDIT AND
AFTER GIVING EFFECT THERETO, EXCEPT TO THE EXTENT THAT SUCH REPRESENTATIONS AND
WARRANTIES EXPRESSLY RELATE SOLELY TO AN EARLIER DATE (IN WHICH CASE SUCH
REPRESENTATIONS AND WARRANTIES SHALL HAVE BEEN TRUE AND ACCURATE ON AND AS OF
SUCH EARLIER DATE);
(B)
NO LAW, REGULATION, ORDER, JUDGMENT OR DECREE OF ANY
GOVERNMENTAL AUTHORITY SHALL EXIST, AND NO ACTION, SUIT, INVESTIGATION,
LITIGATION OR PROCEEDING SHALL BE PENDING OR THREATENED IN ANY COURT OR BEFORE
ANY ARBITRATOR OR GOVERNMENTAL AUTHORITY, WHICH (I) PURPORTS TO ENJOIN,
PROHIBIT, RESTRAIN OR OTHERWISE AFFECT (A) THE MAKING OF THE LOANS OR PROVIDING
THE LETTERS OF CREDIT, OR (B) THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
PURSUANT TO THE TERMS HEREOF
46
OR THE OTHER FINANCING AGREEMENTS OR (II) HAS OR HAS A REASONABLE LIKELIHOOD OF
HAVING A MATERIAL ADVERSE EFFECT; AND
(C)
NO DEFAULT OR EVENT OF DEFAULT SHALL EXIST OR HAVE
OCCURRED AND BE CONTINUING ON AND AS OF THE