THE TRANSACTIONS
CONTEMPLATED HEREBY;
(G)
ALL GOVERNMENTAL APPROVALS NECESSARY IN CONNECTION WITH THE LOAN
DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL HAVE BEEN
OBTAINED (WITHOUT THE IMPOSITION OF ANY CONDITIONS THAT ARE NOT ACCEPTABLE TO
AGENT) AND SHALL REMAIN IN EFFECT OTHER THAN SUCH GOVERNMENTAL APPROVALS THE
FAILURE TO OBTAIN WHICH SHALL NOT AFFECT THE ENFORCEABILITY, VALIDITY OR BINDING
EFFECT OF ANY OF THE LOAN DOCUMENTS; ALL APPLICABLE WAITING PERIODS SHALL HAVE
EXPIRED WITHOUT ANY ACTION BEING TAKEN BY ANY COMPETENT AUTHORITY; AND NO LAW
SHALL BE APPLICABLE IN THE JUDGMENT OF AGENT THAT RESTRAINS, PREVENTS OR IMPOSES
MATERIALLY ADVERSE CONDITIONS UPON THE LOAN DOCUMENTS AND THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY;
(H)
BORROWER WILL BE ABLE TO MEET ITS OBLIGATIONS UNDER ALL PLANS, THAT
THE PLANS ARE, IN ALL MATERIAL RESPECTS, FUNDED IN ACCORDANCE WITH THE MINIMUM
STATUTORY REQUIREMENTS, THAT NO MATERIAL "REPORTABLE EVENT" (AS DEFINED IN
ERISA, BUT EXCLUDING EVENTS FOR WHICH REPORTING HAS BEEN WAIVED) HAS OCCURRED AS
TO ANY SUCH PLAN AND THAT NO TERMINATION OF, OR WITHDRAWAL FROM, ANY SUCH PLAN
HAS OCCURRED OR IS CONTEMPLATED THAT COULD RESULT IN A MATERIAL LIABILITY;
(I)
THERE SHALL HAVE BEEN DELIVERED TO COLLATERAL AGENT EVIDENCE OF
INSURANCE NAMING COLLATERAL AGENT AS INSURED AND LOSS PAYEE (AS APPLICABLE) WITH
SUCH RESPONSIBLE AND REPUTABLE INSURANCE COMPANIES OR ASSOCIATIONS, AND IN SUCH
AMOUNTS AND COVERING SUCH RISKS, AS IS SATISFACTORY TO COLLATERAL AGENT OR AS
OTHERWISE REQUIRED UNDER ANY LOAN DOCUMENT; AND
(J)
THERE SHALL HAVE BEEN DELIVERED TO AGENT THE COLLATERAL REPORTS
AND COMPLIANCE CERTIFICATES AS REQUIRED UNDER THIS AGREEMENT AND REFLECTING
COMPLIANCE WITH THE TERMS OF THIS AGREEMENT.
7.3
LEGAL MATTERS.
AT THE TIME OF CLOSING, AND THE DISBURSEMENT OF
EACH ADVANCE, ALL LEGAL MATTERS INCIDENTAL THERETO SHALL BE SATISFACTORY TO
BURR & FORMAN LLP, COUNSEL TO AGENT AND COLLATERAL AGENT.
7.4
ELECTION TO MAKE ADVANCES PRIOR TO SATISFACTION OF CONDITIONS
PRECEDENT.
IN THE EVENT LENDER PARTY, AT ITS OPTION, ELECTS TO MAKE ONE OR MORE
ADVANCES PRIOR TO RECEIPT AND APPROVAL OF ALL ITEMS REQUIRED BY THIS ARTICLE,
SUCH ELECTION SHALL NOT CONSTITUTE ANY COMMITMENT OR AGREEMENT OF LENDER PARTY
TO MAKE ANY SUBSEQUENT ADVANCE UNTIL ALL ITEMS REQUIRED BY THIS ARTICLE HAVE
BEEN DELIVERED.
55
ARTICLE VIII
8.
COLLATERAL SECURITY
8.1
GRANT OF LIEN.
(A)
AS SECURITY FOR THE PROMPT SATISFACTION OF ALL SECURED OBLIGATIONS,
BORROWER HEREBY ASSIGNS, TRANSFERS, AND SETS OVER TO COLLATERAL AGENT ALL OF
BORROWER'S INTEREST IN AND TO, AND GRANTS COLLATERAL AGENT A LIEN ON, UPON AND
IN THE COLLATERAL.
(B)
NO SUBMISSION BY BORROWER TO COLLATERAL AGENT OF A SCHEDULE OR
OTHER PARTICULAR IDENTIFICATION OF COLLATERAL SHALL BE NECESSARY TO VEST IN
COLLATERAL AGENT SECURITY TITLE TO AND A SECURITY INTEREST IN EACH AND EVERY
ITEM OF COLLATERAL NOW EXISTING OR HEREAFTER CREATED AND ACQUIRED, BUT RATHER
SUCH TITLE AND SECURITY INTEREST SHALL VEST IN COLLATERAL AGENT IMMEDIATELY UPON
THE CREATION OR ACQUISITION OR ANY ITEM OF COLLATERAL HEREAFTER CREATED OR
ACQUIRED, WITHOUT THE NECESSITY FOR ANY OTHER