(IV)
TO THE EXTENT CONSENTED TO BY THE RELEVANT COUNSEL, A COPY OF EACH
LEGAL OPINION, IF ANY, DELIVERED IN CONNECTION WITH THE TRANSACTION.
(N)
PLEDGED STOCK; STOCK POWERS; ACKNOWLEDGMENT AND CONSENT.
THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED (I) THE CERTIFICATES, IF ANY,
REPRESENTING THE SHARES OF CAPITAL STOCK PLEDGED PURSUANT TO THE GUARANTEE AND
COLLATERAL AGREEMENT, TOGETHER WITH AN UNDATED STOCK POWER, IF APPLICABLE, FOR
EACH SUCH CERTIFICATE EXECUTED IN BLANK BY A DULY AUTHORIZED OFFICER OF THE
PLEDGOR THEREOF; (II) AN ACKNOWLEDGMENT AND CONSENT, SUBSTANTIALLY IN THE FORM
OF ANNEX II TO THE GUARANTEE AND COLLATERAL AGREEMENT, DULY EXECUTED BY ANY
ISSUER OF CAPITAL STOCK (OTHER THAN ANY FOREIGN SUBSIDIARY (EXCEPT TO EXTENT
NECESSARY TO ENSURE PERFECTION OR PRIORITY OF THE LIENS UNDER THE SECURITY
DOCUMENTS IN COLLATERAL CONSTITUTING CAPITAL STOCK ISSUED THEREBY)) PLEDGED
PURSUANT TO THE GUARANTEE AND COLLATERAL AGREEMENT THAT IS NOT ITSELF A PARTY TO
THE GUARANTEE AND COLLATERAL AGREEMENT; AND (III) EACH PROMISSORY NOTE PLEDGED
PURSUANT TO THE GUARANTEE AND COLLATERAL AGREEMENT ENDORSED (WITHOUT RECOURSE)
IN BLANK (OR ACCOMPANIED BY AN EXECUTED TRANSFER FORM IN BLANK SATISFACTORY TO
THE ADMINISTRATIVE AGENT) BY THE PLEDGOR THEREOF.
(O)
FILINGS, REGISTRATIONS AND RECORDINGS.
EXCEPT AS OTHERWISE
EXPRESSLY CONTEMPLATED ELSEWHERE IN THIS AGREEMENT OR IN ANY OTHER LOAN
DOCUMENT, EACH DOCUMENT (INCLUDING ANY UCC FINANCING STATEMENT) REQUIRED BY THE
SECURITY DOCUMENTS (OTHER THAN THE MORTGAGES) OR UNDER LAW OR REASONABLY
REQUESTED BY THE ADMINISTRATIVE AGENT TO BE FILED, REGISTERED OR RECORDED IN
ORDER TO CREATE IN FAVOR OF THE ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE
SECURED PARTIES, A PERFECTED LIEN ON THE COLLATERAL DESCRIBED THEREIN, PRIOR AND
SUPERIOR IN RIGHT TO ANY OTHER PERSON (OTHER THAN WITH RESPECT TO PERMITTED
LIENS), SHALL BE IN PROPER FORM, AND HAVE BEEN DELIVERED TO THE ADMINISTRATIVE
AGENT, FOR FILING, REGISTRATION OR RECORDATION.
(P)
INSURANCE.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED INSURANCE
CERTIFICATES SATISFYING THE REQUIREMENTS OF SECTION 6.5(D)(I) OF THIS AGREEMENT.
(Q)
RELEASE FROM EXISTING CREDIT FACILITIES.
THE ADMINISTRATIVE AGENT
SHALL HAVE RECEIVED EVIDENCE SATISFACTORY TO THE ADMINISTRATIVE AGENT THAT
HOLDINGS, THE BORROWER AND ITS SUBSIDIARIES SHALL BE RELEASED FROM ALL OF THEIR
OBLIGATIONS UNDER THE KMG EXISTING CREDIT AGREEMENT.
67
5.2
Conditions to Each Extension of Credit.
The agreement of each
Lender to make any extension of credit requested to be made by it hereunder on
any date (including its initial extension of credit) is subject to the
satisfaction of the following conditions precedent:
(A)
REPRESENTATIONS AND WARRANTIES.
EACH OF THE REPRESENTATIONS AND
WARRANTIES MADE BY ANY LOAN PARTY IN OR PURSUANT TO THE LOAN DOCUMENTS SHALL BE
TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF SUCH DATE AS IF MADE ON
AND AS OF SUCH DATE, EXCEPT FOR REPRESENTATIONS AND WARRANTIES EXPRESSLY STATED
TO RELATE TO A SPECIFIC EARLIER DATE, IN WHICH CASE SUCH REPRESENTATIONS AND
WARRANTIES SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF SUCH EARLIER
DATE.
(B)
NO DEFAULT.
NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED
AND