DOCUMENTS, EACH
OF WHICH SHALL BE ENDORSED OR OTHERWISE AMENDED TO INCLUDE A CUSTOMARY LENDER'S
LOSS PAYABLE ENDORSEMENT AND TO NAME THE ADMINISTRATIVE AGENT AS ADDITIONAL
INSURED, IN FORM AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT.
(C)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED (I) THE CERTIFICATES
REPRESENTING THE SHARES OF CAPITAL STOCK PLEDGED PURSUANT TO THE SECURITY
AGREEMENT, TOGETHER WITH AN UNDATED STOCK POWER FOR EACH SUCH CERTIFICATE
EXECUTED IN BLANK BY A DULY AUTHORIZED OFFICER OF THE PLEDGOR THEREOF AND (II)
EACH PROMISSORY NOTE PLEDGED TO THE ADMINISTRATIVE AGENT PURSUANT TO SECURITY
AGREEMENT ENDORSED (WITHOUT RECOURSE) IN BLANK (OR ACCOMPANIED BY AN EXECUTED
TRANSFER FORM IN BLANK SATISFACTORY TO THE ADMINISTRATIVE AGENT) BY THE PLEDGOR
THEREOF.
(D)
EACH DOCUMENT (INCLUDING, WITHOUT LIMITATION, ANY UNIFORM
COMMERCIAL CODE FINANCING STATEMENT) REQUIRED BY THE SECURITY DOCUMENTS 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 LENDERS, A PERFECTED LIEN ON THE COLLATERAL DESCRIBED THEREIN,
PRIOR AND SUPERIOR IN RIGHT TO ANY OTHER PERSON (OTHER THAN WITH RESPECT TO
LIENS EXPRESSLY PERMITTED BY SECTION 7.2), SHALL BE IN PROPER FORM FOR FILING,
REGISTRATION OR RECORDATION.
50
SECTION 3.2.
EACH CREDIT EVENT. THE OBLIGATION
OF EACH LENDER TO MAKE A LOAN ON THE OCCASION OF ANY BORROWING AND OF THE
ISSUING BANK TO ISSUE, AMEND, RENEW OR EXTEND ANY LETTER OF CREDIT IS SUBJECT TO
THE SATISFACTION OF THE FOLLOWING CONDITIONS:
(A)
AT THE TIME OF AND IMMEDIATELY AFTER GIVING EFFECT TO SUCH
BORROWING OR THE ISSUANCE, AMENDMENT, RENEWAL OR EXTENSION OF SUCH LETTER OF
CREDIT, AS APPLICABLE, NO DEFAULT OR EVENT OF DEFAULT SHALL EXIST;
(B)
AT THE TIME OF AND IMMEDIATELY AFTER GIVING EFFECT TO SUCH
BORROWING OR THE ISSUANCE, AMENDMENT, RENEWAL OR EXTENSION OF SUCH LETTER OF
CREDIT, AS APPLICABLE, ALL REPRESENTATIONS AND WARRANTIES OF EACH LOAN PARTY SET
FORTH IN THE LOAN DOCUMENTS SHALL BE TRUE AND CORRECT ON AND AS OF THE DATE OF
SUCH BORROWING OR THE DATE OF ISSUANCE, AMENDMENT, EXTENSION OR RENEWAL OF SUCH
LETTER OF CREDIT, EXCEPT TO THE EXTENT SUCH REPRESENTATIONS OR WARRANTIES
EXPRESSLY RELATE TO AN EARLIER DATE, IN EACH CASE BEFORE AND AFTER GIVING EFFECT
THERETO; AND
(C)
THE BORROWER SHALL HAVE DELIVERED THE REQUIRED NOTICE OF
BORROWING.
Each Borrowing and each issuance, amendment, extension or renewal of any Letter
of Credit shall be deemed to constitute a representation and warranty by the
Borrower on the date thereof as to the matters specified in paragraphs (a), (b)
and (c) of this Section 3.2.
SECTION 3.3.
DELIVERY OF DOCUMENTS. ALL OF THE
LOAN DOCUMENTS, CERTIFICATES, LEGAL OPINIONS AND OTHER DOCUMENTS AND PAPERS
REFERRED TO IN THIS ARTICLE 3, UNLESS OTHERWISE SPECIFIED, SHALL BE DELIVERED TO
THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF EACH OF THE LENDERS AND, EXCEPT FOR
THE NOTES, IN SUFFICIENT COUNTERPARTS OR COPIES FOR EACH OF THE LENDERS AND
SHALL BE IN FORM AND SUBSTANCE SATISFACTORY IN