ALL OF THE LOAN DOCUMENTS SHALL HAVE
REMAINED IN FULL FORCE AND EFFECT, AND NO BORROWER PARTY SHALL HAVE QUESTIONED
OR CHALLENGED THE ENFORCEABILITY OF ANY PROVISION OF ANY OF THE LOAN DOCUMENTS;
(D)
BORROWERS SHALL HAVE PAID THE COMMITMENT FEE,
THE UNUSED FEE, THE LETTER OF CREDIT FEES, AND ALL OTHER FEES, EXPENSES, COSTS
AND OTHER AMOUNTS THEN OWING TO BANK;
(E)
ALL INDEBTEDNESS TO BE PREPAID, REDEEMED OR
DEFEASED WITH THE PROCEEDS OF ANY ADVANCE SHALL HAVE BEEN SATISFIED AND
EXTINGUISHED;
(F)
THERE SHALL EXIST NO ACTION, SUIT,
INVESTIGATION, LITIGATION OR PROCEEDING AFFECTING ANY BORROWER PARTY PENDING OR
THREATENED BEFORE ANY COURT, GOVERNMENTAL AGENCY OR ARBITRATOR THAT (I) EXCEPT
AS SET FORTH ON THE ATTACHED SCHEDULE 6.2(F), WOULD REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT, OR (II) PURPORTS TO AFFECT THE LEGALITY,
VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY;
37
(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 BANK) 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 BANK
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 BANK
EVIDENCE OF INSURANCE NAMING BANK 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 BANK OR AS OTHERWISE
REQUIRED UNDER ANY LOAN DOCUMENT; AND
(J)
THERE SHALL HAVE BEEN DELIVERED TO BANK
THE COLLATERAL REPORTS AND COMPLIANCE CERTIFICATES AS REQUIRED UNDER THIS
AGREEMENT AND REFLECTING COMPLIANCE WITH THE TERMS OF THIS AGREEMENT.
6.3
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 Bank.
6.4
Election to Make Advances Prior to
Satisfaction of Conditions Precedent.
In the event Bank, 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 Bank