conditions precedent:
(A)
REPRESENTATIONS AND WARRANTIES.
EACH OF THE REPRESENTATIONS AND
WARRANTIES MADE BY ANY LOAN PARTY PURSUANT TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT (OR IN ANY AMENDMENT, MODIFICATION OR SUPPLEMENT HERETO OR THERETO) TO
WHICH IT IS A PARTY, AND EACH OF THE REPRESENTATIONS AND WARRANTIES CONTAINED IN
ANY CERTIFICATE FURNISHED AT ANY TIME BY OR ON BEHALF OF ANY LOAN PARTY PURSUANT
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, SHALL, EXCEPT TO THE EXTENT THAT
THEY RELATE TO A PARTICULAR DATE, BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS
ON AND AS OF SUCH DATE AS IF MADE ON AND AS OF SUCH DATE.
(B)
NO DEFAULT.
NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED
AND BE CONTINUING ON SUCH DATE OR AFTER GIVING EFFECT TO THE EXTENSIONS OF
CREDIT REQUESTED TO BE MADE ON SUCH DATE.
(C)
LETTER OF CREDIT APPLICATION.
WITH RESPECT TO THE ISSUANCE OF ANY
LETTER OF CREDIT, THE ISSUING LENDER SHALL HAVE RECEIVED AN APPLICATION,
COMPLETED TO ITS SATISFACTION, AND SUCH OTHER CERTIFICATES, DOCUMENTS AND OTHER
PAPERS AND INFORMATION AS THE ISSUING LENDER MAY REASONABLY REQUEST.
(D)
BANKRUPTCY COURT APPROVAL.
THE INTERIM ORDER SHALL BE IN FULL
FORCE AND EFFECT AND SHALL NOT HAVE BEEN STAYED, REVERSED, VACATED, RESCINDED,
MODIFIED OR AMENDED IN ANY RESPECT; PROVIDED THAT AT THE TIME OF THE MAKING OF
ANY LOAN OR THE ISSUANCE OF ANY LETTER OF CREDIT THE AGGREGATE AMOUNT OF EITHER
OF WHICH, WHEN ADDED TO THE SUM OF THE PRINCIPAL AMOUNT OF ALL LOANS THEN
OUTSTANDING AND THE LETTERS OF CREDIT OUTSTANDING, WOULD EXCEED THE AMOUNT
AUTHORIZED BY THE INTERIM ORDER (COLLECTIVELY, THE "ADDITIONAL CREDIT"), THE
ADMINISTRATIVE AGENT AND EACH OF THE LENDERS SHALL HAVE RECEIVED A CERTIFIED
COPY OF THE FINAL ORDER WHICH, IN ANY EVENT, SHALL HAVE BEEN ENTERED BY THE
BANKRUPTCY COURT NO LATER THAN 30 DAYS AFTER THE ENTRY OF THE INTERIM ORDER AND
AT THE TIME OF THE EXTENSION OF ANY ADDITIONAL CREDIT THE FINAL ORDER SHALL BE
IN FULL FORCE AND EFFECT, AND SHALL NOT HAVE BEEN VACATED, STAYED, REVERSED,
MODIFIED OR AMENDED IN ANY RESPECT WITHOUT THE PRIOR WRITTEN CONSENT OF THE
ADMINISTRATIVE AGENT, THE REQUIRED LENDERS AND THE PREPETITION CREDIT FACILITY
AGENT; AND IF EITHER THE INTERIM ORDER OR THE FINAL ORDER IS THE SUBJECT OF A
PENDING APPEAL IN ANY RESPECT, NONE OF THE MAKING OF SUCH EXTENSIONS OF CREDIT,
THE GRANT OF LIENS AND SUPERPRIORITY CLAIMS PURSUANT TO SUBSECTION 2.8 OR 2.9 OR
THE PERFORMANCE BY THE BORROWER OR ANY GUARANTOR OF ANY OF THEIR RESPECTIVE
OBLIGATIONS UNDER ANY OF THE LOAN DOCUMENTS SHALL BE THE SUBJECT OF A PRESENTLY
EFFECTIVE STAY PENDING APPEAL.
Each borrowing by and Letter of Credit issued on behalf of the Borrower
hereunder shall constitute a representation and warranty by the Borrower as of
the date of such borrowing or such issuance that the conditions contained in
this subsection 6.2 have been satisfied.
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SECTION 7.
AFFIRMATIVE COVENANTS
Each Loan Party hereby agrees that,