IS REASONABLY EXPECTED TO OCCUR, COULD REASONABLY BE EXPECTED TO
RESULT IN A MATERIAL ADVERSE EFFECT.
THE PRESENT VALUE OF ALL ACCUMULATED
BENEFIT OBLIGATIONS UNDER EACH PLAN (BASED ON THE ASSUMPTIONS USED FOR PURPOSES
OF STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 87) DID NOT, AS OF THE DATE
OF THE MOST RECENT FINANCIAL STATEMENTS REFLECTING SUCH AMOUNTS, EXCEED THE FAIR
MARKET VALUE OF THE ASSETS OF SUCH PLAN.
SECTION 3.11.
DISCLOSURE.
THE BORROWER HAS DISCLOSED TO THE LENDERS ALL
AGREEMENTS, INSTRUMENTS AND CORPORATE OR OTHER RESTRICTIONS TO WHICH IT OR ANY
OF ITS SUBSIDIARIES IS SUBJECT, AND ALL OTHER MATTERS KNOWN TO IT, THAT,
INDIVIDUALLY OR IN THE AGGREGATE, COULD REASONABLY BE EXPECTED TO RESULT IN A
MATERIAL ADVERSE EFFECT.
NO REPORTS, FINANCIAL STATEMENTS, CERTIFICATES OR
OTHER INFORMATION FURNISHED BY OR ON BEHALF OF THE BORROWER TO THE
ADMINISTRATIVE AGENT OR ANY LENDER IN CONNECTION WITH THE NEGOTIATION OF THIS
AGREEMENT OR DELIVERED HEREUNDER (AS MODIFIED OR SUPPLEMENTED BY OTHER
INFORMATION SO FURNISHED) CONTAINS ANY MATERIAL MISSTATEMENT OF FACT OR OMITS TO
STATE ANY MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS THEREIN, IN THE LIGHT
OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING; PROVIDED THAT,
WITH RESPECT TO PROJECTED FINANCIAL INFORMATION, THE BORROWER REPRESENTS ONLY
THAT SUCH INFORMATION WAS PREPARED IN GOOD FAITH BASED UPON ASSUMPTIONS BELIEVED
TO BE REASONABLE AT THE TIME.
SECTION 3.12.
NO DEFAULT.
NO EVENT OF DEFAULT OR UNMATURED DEFAULT HAS
OCCURRED AND IS CONTINUING.
ARTICLE IV.
CONDITIONS
SECTION 4.01.
EFFECTIVE DATE.
THE OBLIGATIONS OF THE LENDERS TO MAKE LOANS AND
OF THE ISSUING BANK TO ISSUE LETTERS OF CREDIT HEREUNDER SHALL NOT BECOME
EFFECTIVE UNTIL THE DATE ON WHICH EACH OF THE FOLLOWING CONDITIONS IS SATISFIED
(OR WAIVED IN ACCORDANCE WITH SECTION 9.02):
(A)
CREDIT AGREEMENT AND LOAN DOCUMENTS.
THE ADMINISTRATIVE
AGENT (OR ITS COUNSEL) SHALL HAVE RECEIVED (I) FROM EACH PARTY HERETO EITHER
(A) A COUNTERPART OF THIS AGREEMENT SIGNED ON BEHALF OF SUCH PARTY OR (B)
WRITTEN EVIDENCE SATISFACTORY TO THE ADMINISTRATIVE AGENT (WHICH MAY INCLUDE
TELECOPY TRANSMISSION OF A SIGNED SIGNATURE PAGE OF THIS AGREEMENT) THAT SUCH
PARTY HAS SIGNED A COUNTERPART OF THIS AGREEMENT AND (II) DULY EXECUTED COPIES
OF THE LOAN DOCUMENTS AND SUCH OTHER LEGAL OPINIONS, CERTIFICATES, DOCUMENTS,
INSTRUMENTS, LIEN SEARCHES AND AGREEMENTS AND OTHER CONDITIONS AND REQUIREMENTS
AS THE ADMINISTRATIVE AGENT SHALL REASONABLY REQUEST IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE LOAN DOCUMENTS, ALL IN FORM
AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT AND ITS COUNSEL.
(B)
OPINION.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A
FAVORABLE WRITTEN OPINION (ADDRESSED TO THE ADMINISTRATIVE AGENT AND THE LENDERS
AND DATED THE EFFECTIVE DATE) OF VARNUM LLP, COUNSEL FOR THE LOAN PARTIES, IN
FORM AND SUBSTANCE SATISFACTORY TO THE REQUIRED LENDERS, AND COVERING SUCH
MATTERS RELATING TO THE LOAN PARTIES, THIS AGREEMENT OR THE TRANSACTIONS AS THE
REQUIRED LENDERS SHALL REASONABLY REQUEST.
THE BORROWERS HEREBY REQUEST SUCH
COUNSEL TO DELIVER SUCH OPINION.
(C)
CHARTER DOCUMENTS.
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED SUCH DOCUMENTS AND CERTIFICATES