DEPOSIT OR A
SECURITIES ACCOUNT, ALL IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO AGENT.
7.2
CONDITIONS TO ALL LOANS.
EXCEPT AS
OTHERWISE EXPRESSLY PROVIDED HEREIN, NO LENDER OR L/C ISSUER SHALL BE OBLIGATED
TO FUND ANY ADVANCE OR INCUR ANY LETTER OF CREDIT OBLIGATION, IF, AS OF THE DATE
THEREOF (THE "FUNDING DATE"):
(A)
ANY REPRESENTATION OR WARRANTY BY ANY
CREDIT PARTY CONTAINED HEREIN OR IN ANY OTHER LOAN DOCUMENT IS UNTRUE OR
INCORRECT IN ANY MATERIAL RESPECT (WITHOUT DUPLICATION OF ANY MATERIALITY
QUALIFIER CONTAINED THEREIN) AS OF SUCH DATE, EXCEPT TO THE EXTENT THAT SUCH
REPRESENTATION OR WARRANTY EXPRESSLY RELATES TO AN EARLIER DATE, AND AGENT OR
REQUISITE LENDERS HAVE DETERMINED NOT TO MAKE SUCH ADVANCE OR INCUR SUCH LETTER
OF CREDIT OBLIGATION AS A RESULT THEREOF;
(B)
ANY DEFAULT OR EVENT OF DEFAULT HAS OCCURRED
AND IS CONTINUING OR WOULD RESULT AFTER GIVING EFFECT TO ANY ADVANCE (OR THE
INCURRENCE OF ANY LETTER OF CREDIT OBLIGATION), AND AGENT OR REQUISITE LENDERS
SHALL HAVE DETERMINED NOT TO MAKE ANY ADVANCE OR INCUR ANY LETTER OF CREDIT
OBLIGATION AS A RESULT OF THAT DEFAULT OR EVENT OF DEFAULT;
(C)
AFTER GIVING EFFECT TO ANY ADVANCE (OR THE
INCURRENCE OF ANY LETTER OF CREDIT OBLIGATIONS), THE OUTSTANDING AMOUNT OF THE
REVOLVING LOAN WOULD EXCEED THE REMAINING BORROWING AVAILABILITY (EXCEPT AS
PROVIDED IN SECTION 1.1(A)(II));
The request and acceptance by Borrower of the proceeds of any Advance, the
incurrence of any Letter of Credit Obligations or the conversion or continuation
of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the
date thereof, (i) a representation and warranty by Borrower that the conditions
in this Section 7.2
have been satisfied and (ii) a reaffirmation by Borrower of
the granting and continuance of Agent's Liens, on behalf of itself and Lenders,
pursuant to the Collateral Documents.
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7.3
CONDITIONS TO LOANS TO FUND PERMITTED
ACQUISITIONS.
IN THE EVENT THAT THE PROCEEDS OF A REVOLVING LOAN ARE TO BE USED
TO FINANCE ALL OR A PORTION OF THE PURCHASE PRICE OF A PERMITTED ACQUISITION,
THE OBLIGATION OF LENDERS TO MAKE SUCH REVOLVING LOANS ARE SUBJECT TO THE
FURTHER CONDITIONS PRECEDENT SET FORTH BELOW:
(a)
Without limiting the generality of the
other provisions hereof, Agent shall have received, to the extent required by
Section 2.8 hereof, with respect to the Person and any other assets being
acquired, prior to or simultaneously with the funding of such Loan, evidence of
the due execution of UCC Financing Statements or amendments to existing
financing statements with respect to such Person or assets, in form and
substance reasonably acceptable to Agent, necessary to perfect a first priority
security interest of Agent for the benefit of Lenders in such Person and/or
other assets being acquired.
In the event real property is being acquired in
connection with such Permitted Acquisition, Agent shall, if reasonably
requested, have received, to the extent required by Section 2.8 hereof, a fully
executed mortgage or deed of trust, in