Common use of Conditions Precedent to the Term Loan Clause in Contracts

Conditions Precedent to the Term Loan. Prior to advancing any sums under the Term Loan, the following conditions must be satisfied: (a) Receipt by the Bank of the Term Notes and all other Loan Documents, duly executed and completed in form and substance acceptable to the Bank. (b) Receipt by the Bank of copies of hazard and liability insurance certificates, in form and substance acceptable to the Bank, together with mortgagee/loss payee and additional insured endorsements thereof in favor of the Bank. (c) Receipt by the Bank of an opinion addressed to the Bank from McGuireWoods LLP, counsel for the Company, substantially in the form of Exhibit D-2 attached hereto. (d) Receipt by the Bank of all items of due diligence requested by the Bank in form and substance acceptable to the Bank in all respects, in its sole discretion, including, without limitation, those items set forth on that certain closing checklist prepared by the Bank's counsel and delivered to the Company or Company's counsel prior to the date hereof (the "Closing Checklist"); further including, without limitation: (i) satisfactory appraisals relating to the Property; (ii) title insurance commitments for the Property containing all requested endorsements and containing no title exceptions unacceptable to the Bank; (iii) surveys for the Property; (iv) satisfactory environmental reports for the Property; (v) certificates of occupancy for the improvements located on the Property; and (vi) all other items relating to the Property noted on the Closing Checklist. (e) Receipt by the Bank of evidence in form and substance acceptable to the Bank in all respects, in its sole discretion, that the Company or Company's counsel has satisfied all of the requirements and instructions contained in that certain closing instruction letter for the Term Loan from the Bank's counsel to Company's counsel, including, without limitation: (i) evidence of proper recordation of the Deed of Trust in the appropriate land records after updating title to the Property and confirming that the lien of the Deed of Trust is a first lien on the Property; and (ii) evidence that all of the Company's obligations to SunTrust under the Industrial Development Revenue Bonds issued pursuant to that certain Bond Purchase Agreement and Agreement of Sale dated as of December 1, 1983, as amended on November 1, 1984, by and among the Company, the SunTrust Bank, as successor to Crestar Bank, a Virginia banking corporation, and the Industrial Development Authority of the County of Henrico, Virginia, have been satisfied in full, or will be fully satisfied from the first advance under the Term Loan. (f) Receipt by the Bank of such other documents, certificates, instruments and agreements as shall be required hereunder or provided for herein or as the Bank or the Bank's counsel may require in connection herewith. (g) No event shall have occurred and be continuing or condition shall exist, or would result from the proposed Term Loan, which constitutes or, with the lapse of time or the giving of notice, or both, would constitute a Default. (h) The representations and warranties contained in Sections 7.1 through 7.12 hereof shall be true and correct on and as of the date of the proposed advance of funds under the Term Loan as though made on and as of such date; however, in the case of Section 7.5, the representations and warranties contained therein shall be deemed to apply to the most recent financial statements furnished by the Company to the Bank pursuant to Sections 8.1.1(a) or (b). (i) No change shall have occurred in any law or regulation thereunder or interpretation thereof which in the opinion of counsel for the Bank would make it illegal for the Bank to make the Term Loan or an advance thereunder in the manner provided herein. (j) In the event that the Line of Credit Loan is funded prior to the Term Loan, the Company shall use the entire principal amount advanced under the Term Loan to pay down the Line of Credit Loan.

Conditions Precedent to the Term Loan. Prior The obligation of the Lender to advancing any sums under make the Term LoanLoan is subject to the fulfillment, to the following satisfaction of Lender, of each of the conditions must be satisfiedprecedent set forth below: (a) Receipt by the Bank of the Term Notes and all other Loan DocumentsClosing Date shall occur on or before March 31, duly executed and completed in form and substance acceptable to the Bank.2010; (b) Receipt by Lender shall have filed all financing statements and recorded, filed and registered such other documents necessary for Lender to perfect Lender’s Lien in the Bank Collateral and shall have received confirmation of copies such filings, recordings and registrations; provided, however, that the perfection of hazard the Lender’s Liens in the Collateral of the Subsidiaries shall occur within thirty (30) days after the Closing Date and liability insurance certificatesthe Borrower shall take all commercially reasonable action to assist the Lender with the perfection of such Liens. (c) Lender shall have received this Agreement and each of Financing Documents, in form and substance acceptable satisfactory to the Bank, together with mortgagee/loss payee and additional insured endorsements thereof in favor of the Bank. (c) Receipt by the Bank of an opinion addressed to the Bank from McGuireWoods LLP, counsel for the Company, substantially in the form of Exhibit D-2 attached hereto. (d) Receipt by the Bank of all items of due diligence requested by the Bank in form and substance acceptable to the Bank in all respects, Lender in its sole discretion, includingduly executed, without limitationand each such document shall be in full force and effect, those items set forth on that certain closing checklist prepared by and no Default or Event of Default shall exist as of the Bank's counsel and delivered to the Company or Company's counsel prior to the date hereof execution of such documents; (the "Closing Checklist"); further including, without limitation: (id) satisfactory appraisals relating to the Property; (ii) title insurance commitments for the Property containing all requested endorsements and containing no title exceptions unacceptable to the Bank; (iii) surveys for the Property; (iv) satisfactory environmental reports for the Property; (v) certificates of occupancy for the improvements located on the Property; and (vi) all other items relating to the Property noted on Lender shall have received the Closing Checklist.Fee (which fee shall be payable from the proceeds of the Term Loan); (e) Receipt by the Bank of evidence Lender shall have received evidence, in form and substance acceptable satisfactory to Lender, that (i) the Bank LRG Loan Agreement and related loan documents have been, or concurrently with the Closing Date are being, terminated, (ii) the LRG Indebtedness has been, or concurrently with the Closing Date is being, paid in full or converted into equity, and (iii) all respectsLiens securing obligations under the LRG Loan Agreement and related loan documents have been, or concurrently with the Closing Date are being, released; (f) Lender shall have received Collateral Access Agreements from such Persons, if any, as Lender shall designate in its sole discretion, that the Company or Company's counsel has satisfied all of the requirements and instructions contained in that certain closing instruction letter for the Term Loan from the Bank's counsel to Company's counsel, including, without limitation: (i) evidence of proper recordation of the Deed of Trust in the appropriate land records after updating title to the Property and confirming that the lien of the Deed of Trust is a first lien on the Property; and (ii) evidence that all of the Company's obligations to SunTrust under the Industrial Development Revenue Bonds issued pursuant to that certain Bond Purchase Agreement and Agreement of Sale dated as of December 1, 1983, as amended on November 1, 1984, by and among the Company, the SunTrust Bank, as successor to Crestar Bank, a Virginia banking corporation, and the Industrial Development Authority of the County of Henrico, Virginia, have been satisfied in full, or will be fully satisfied from the first advance under the Term Loan. (f) Receipt by the Bank of such other documents, certificates, instruments and agreements as shall be required hereunder or provided for herein or as the Bank or the Bank's counsel may require in connection herewith.; (g) No event Lender shall have occurred and be continuing or condition shall exist, or would result received a certificate from the proposed Term LoanSecretary of Borrower attesting to (i) the resolutions of Borrower’s Board of Directors authorizing its execution, which constitutes ordelivery, with and performance of this Agreement and the lapse other Financing Documents, (ii) Borrower’s Governing Documents and (iii) incumbency of time or the giving of notice, or both, would constitute a Default.officers; (h) The Lender shall have received a certificate of status with respect to Borrower, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of Borrower, which certificate shall indicate that Borrower is in good standing in such jurisdiction; (i) Lender shall have received the Budget, together with a combined balance sheet of the Borrower, effective as of the Closing Date; (j) Lender shall have received such opinion(s) of Borrower’s counsel in form and substance satisfactory to Lender as Lender may reasonably request; (k) Borrower shall have received all licenses, approvals, consents or evidence of other actions required by any Person in connection with the execution and delivery by Borrower of this Agreement or any other Financing Document or with the consummation of the transactions contemplated hereby and thereby; (l) Lender shall have received one or more certificates of insurance, together with the endorsements thereto, as are required by Section 6.09, the form and substance of which shall be satisfactory to Lender; (m) No action, suit, investigation, litigation or proceeding before any arbitrator or Tribunal that could reasonably be expected to have a Material Adverse Effect if adversely determined shall be pending or threatened against Borrower; (n) Lender shall have completed its business, legal, and collateral due diligence, the results of which shall be satisfactory to Lender in its sole discretion; (o) Borrower shall have paid all Lender Expenses incurred in connection with the transactions evidenced by this Agreement; and (p) All other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance satisfactory to Lender. (q) the representations and warranties contained in Sections 7.1 through 7.12 hereof this Agreement and the other Financing Documents shall be true and correct in all material respects on and as of the date of the proposed advance such extension of funds under the Term Loan credit, as though made on and as of such date; however, in date (except to the case of Section 7.5, the extent that such representations and warranties contained therein shall be deemed relate solely to apply to the most recent financial statements furnished by the Company to the Bank pursuant to Sections 8.1.1(a) or (ban earlier date).; (ir) No change no Default or Event of Default shall have occurred in any law or regulation thereunder or interpretation thereof which in and be continuing on the opinion date of counsel for such extension of credit, nor shall either result from the Bank would make it illegal for the Bank to make the Term Loan or an advance thereunder in the manner provided herein.making thereof, (js) In the event that the Line no injunction, writ, restraining order, or other order of Credit Loan is funded prior to the Term Loanany nature prohibiting, directly or indirectly, the Company extending of such credit shall use the entire principal amount advanced under the Term Loan to pay down the Line have been issued and remain in force by any Tribunal against Borrower, Lender, or any of Credit Loantheir Affiliates.

Conditions Precedent to the Term Loan. Prior The obligation of the Lender to advancing any sums under make the Term Loan, Loan is subject to the satisfaction of the following additional conditions must be satisfiedprecedent: (a) Receipt by the Bank of Borrower shall have delivered to the Lender a Borrowing Request at least the requisite time prior to the requested date for the Term Notes Loan, and each statement or certification made in such Borrowing Request shall be true and correct in all other Loan Documents, duly executed and completed in form and substance acceptable to material respects on the Bank.requested date for the Term Loan; (b) Receipt by the Bank no Default or Event of copies of hazard and liability insurance certificates, in form and substance acceptable to the Bank, together with mortgagee/loss payee and additional insured endorsements thereof in favor Default shall exist or will occur as a result of the Bank.making of the Term Loan; (c) Receipt if reasonably requested by the Bank of an opinion addressed Lender, the Borrower shall have delivered evidence reasonably satisfactory to the Bank from McGuireWoods LLP, counsel Lender substantiating any of the matters contained in this Agreement which are necessary to enable the Borrower to qualify for the Company, substantially in the form of Exhibit D-2 attached hereto.Term Loan; (d) Receipt by the Bank of all Lender shall have received, reviewed, and approved such additional documents and items of due diligence as described in Section 3.1 as may be reasonably requested by the Bank in form and substance acceptable Lender with respect to the Bank in all respects, in its sole discretion, including, without limitation, those items set forth on that certain closing checklist prepared by the Bank's counsel and delivered to the Company or Company's counsel prior to the date hereof (the "Closing Checklist"); further including, without limitation: (i) satisfactory appraisals relating to the Property; (ii) title insurance commitments for the Property containing all requested endorsements and containing no title exceptions unacceptable to the Bank; (iii) surveys for the Property; (iv) satisfactory environmental reports for the Property; (v) certificates of occupancy for the improvements located on the Property; and (vi) all other items relating to the Property noted on the Closing Checklist.Term Loan; (e) Receipt by the Bank of evidence in form and substance acceptable to the Bank in all respects, in its sole discretion, that the Company or Company's counsel has satisfied all of the requirements and instructions contained in that certain closing instruction letter for the Term Loan from the Bank's counsel to Company's counsel, including, without limitation: (i) evidence of proper recordation of the Deed of Trust in the appropriate land records after updating title to the Property and confirming that the lien of the Deed of Trust is a first lien on the Property; and (ii) evidence that all of the Company's obligations to SunTrust under the Industrial Development Revenue Bonds issued pursuant to that certain Bond Purchase Agreement and Agreement of Sale dated as of December 1, 1983, as amended on November 1, 1984, by and among the Company, the SunTrust Bank, as successor to Crestar Bank, a Virginia banking corporation, and the Industrial Development Authority of the County of Henrico, Virginia, no Material Adverse Effect shall have been satisfied in full, or will be fully satisfied from the first advance under the Term Loan.occurred; (f) Receipt by each of the Bank of such other documents, certificates, instruments and agreements as shall be required hereunder or provided for herein or as the Bank or the Bank's counsel may require in connection herewith. (g) No event shall have occurred and be continuing or condition shall exist, or would result from the proposed Term Loan, which constitutes or, with the lapse of time or the giving of notice, or both, would constitute a Default. (h) The representations and warranties contained in Sections 7.1 through 7.12 hereof this Agreement and the other Loan Documents shall be true and correct in all material respects and shall be deemed to be repeated by the Borrower as if made on the requested date for the Term Loan; (g) neither the consummation of the transactions contemplated hereby nor the making of the Term Loan shall contravene, violate, or conflict with any Requirement of Law; (h) the Lender shall have received the payment of all fees payable by the Borrower hereunder and reimbursement for all reasonable fees and expenses of counsel to the Lender for which the Borrower is responsible pursuant to applicable provisions of this Agreement and for which invoices have been presented as of or prior to the date of the proposed advance of funds under the Term Loan as though made on and as of such date; however, in the case of Section 7.5, the representations and warranties contained therein shall be deemed to apply to the most recent financial statements furnished by the Company to the Bank pursuant to Sections 8.1.1(a) or (b).Loan; (i) No change all matters incident to the consummation of the transactions hereby contemplated shall have occurred in any law or regulation thereunder or interpretation thereof which in be reasonably satisfactory to the opinion of counsel for the Bank would make it illegal for the Bank to make the Term Loan or an advance thereunder in the manner provided herein.Lender; and (j) In the event that Lender shall have received the Line of Credit Loan is funded prior third-party engineering report described in Section 5.5, and the information contained in such report shall have been satisfactory to the Term Loan, the Company shall use the entire principal amount advanced under the Term Loan to pay down the Line of Credit LoanLender.

Conditions Precedent to the Term Loan. Prior The effectiveness of this ------------------------------------- Agreement and the obligation of the Lender on the Effective Date to advancing make the Term Loan requested to be made by it, are subject to, in the case of clauses (a) through (y), the Lender's receipt, on or before the Effective Date, of the following documentary conditions precedent, each dated the Effective Date unless otherwise indicated, in form and substance satisfactory to the Lender and in sufficient copies for the Lender and, in the case of clauses (z) through (dd), to the satisfaction of the non-documentary conditions precedent specified therein: (a) Copies of (i) the resolutions of the Board of Directors of each Loan Party approving each Loan Document to which it is a party and all other documents evidencing necessary corporate action, each certified as of the Effective Date by the Secretary or Assistant Secretary of such Loan Party as being a true and correct copy thereof and as not having been modified, amended or rescinded and being in full force and effect, and (ii) copies of all required governmental and third party approvals, licenses, consents and permits (other than approvals of the Subsidiary Guaranties and Liens created by the Collateral Documents in the Collateral by the public utility commission or comparable agency of each of the States set forth on Schedule 3.2(a) hereto; provided that --------------- -------- promptly following the Execution Date, and in any sums event prior to the Effective Date, with respect to each state set forth on Schedule 3.2(a), the Borrower --------------- shall make appropriate filings and take such actions in such states to obtain such approvals as soon as practicable after the Execution Date) required to be obtained with respect to each Loan Document and the transactions contemplated thereby, each certified as of the Effective Date by the Secretary or Assistant Secretary of the Borrower as being a true and correct copy thereof and as (to the knowledge of the Borrower) not having been modified, amended or rescinded and being in full force and effect. (b) A copy of the articles or certificate of incorporation (or equivalent organizational documents) of the Borrower and of each of the Subsidiary Guarantors, certified as of a recent date by the Secretary of State of the state of incorporation of the Borrower or such Subsidiary Guarantor, together with good standing certificates from such official and the Secretary of State of each state set forth on Schedule 3.2(b) hereto, and, to the extent --------------- generally available, a certificate or other evidence of good standing as to payment of any franchise or similar taxes from the appropriate taxing authority of such jurisdictions, each dated a recent date prior to the Effective Date, and a copy of the certificate of incorporation and the by-laws (or equivalent organizational documents) of the Borrower and of each of the Subsidiary Guarantors certified as of the Effective Date by the Secretary or an Assistant Secretary of the Borrower or such Subsidiary Guarantor as being a true and correct copy thereof and as not having been modified, amended or rescinded and as being in full force and effect. (c) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of each officer of such Loan Party who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered on the Effective Date by or on behalf of such Loan Party. (d) The Pledge Agreements, Security Agreements and Subsidiary Guaranties, each duly executed by the Borrower or Subsidiary party thereto, together with such documents duly executed by each Loan Party (including acknowledgment copies of proper financing statements (Form UCC-1) and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens) as the Lender may request to perfect its security interests in the Collateral and (B) certified copies of requests for information or copies (Form UCC-11), or equivalent reports, which reports (i) shall list all effective financing statements, fixture filings and judgment and tax lien filings that name any Loan Party as debtor and shall be satisfactory to the Lender in its sole and absolute discretion, together with copies of such financing statements, fixture filings and judgment and tax lien filings, none of which shall cover the Collateral (except for Permitted Liens or Liens for which the Lender shall have received duly executed termination statements in recordable or fileable form and substance reasonably satisfactory to it). (e) The Intellectual Property Security Agreements, duly executed by the Borrower or Subsidiary party thereto. (f) Duly executed and acknowledged Initial Mortgages together with each of the Mortgage Related Documents with respect to each Initial Mortgage. (g) Copies of all loan agreements, notes and other documentation evidencing or relating to any Indebtedness for borrowed money of any Loan Party or any of its Subsidiaries, and all other material agreements of any of them listed on Schedule 4.24 hereto, each of which (x) shall be certified as of the ------------- Effective Date by the Secretary or Assistant Secretary of the Borrower as being a true and correct copy thereof and as not having been modified, amended or rescinded and as being in full force and effect and (y) which the Lender shall have had the opportunity to review and determine to be in form and substance satisfactory to it. (h) Evidence satisfactory to the Lender that the Lender has a valid and perfected first priority security interest in the Mortgaged Properties (subject only to Permitted Mortgaged Property Liens) and in the other Collateral (subject only to Permitted Liens), including (A) such documents duly executed and filed by each Loan Party (including acknowledgment copies of proper financing statements (Form UCC-1) duly filed under the UCC and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens) as the Lender may request to perfect its security interests in the Collateral, (B) certified copies of requests for information or copies (Form UCC-11), or equivalent reports, which reports (i) shall list all effective financing statements, fixture filings and judgment and tax lien filings that name any Loan Party as debtor and shall be satisfactory to the Lender in its sole and absolute discretion, together with copies of such financing statements, fixture filings and judgment and tax lien filings, none of which shall cover the Collateral (except for Permitted Liens or Liens for which the Lender shall have received duly executed termination statements in recordable or fileable form and substance reasonably satisfactory to it) and (C) evidence satisfactory to the Lender of the release and termination of all Liens on all property and assets of the Borrower and its Subsidiaries (other than Permitted Liens); and (i) Share certificates representing all of the certificated securities being pledged pursuant to the Pledge Agreements and stock powers for such share certificates executed in blank. (j) Evidence of the completion of all recordings and filings of the Intellectual Property Security Agreements as may be necessary or, in the opinion of the Lender, appropriate to perfect and protect the Liens created by the Intellectual Property Security Agreements. (k) Evidence that counterparts of the Mortgages have been recorded in all places to the extent necessary or appropriate, in the judgment of the Lender, to create a valid and perfected first priority lien in the property described therein in favor of the Lender (or in favor of such other trustee as may be required or desired under local law) (subject only to Permitted Mortgaged Property Liens). (l) Favorable opinions of (i) Irell & Xxxxxxx LLP, counsel to the Loan Parties, in substantially the form of Exhibit H, with such changes thereto as --------- may be mutually acceptable to the parties and as to such other matters as the Lender may reasonably request and (ii) Walsh, Colucci, Xxxxxxxxxx, Xxxxxx & Xxxxxxx, P.C., real estate counsel to the Loan Parties, in form and substance reasonably satisfactory to the Lender. (m) Evidence satisfactory to the Lender that the procedures with respect to cash management required by the Loan Documents have been established and are currently being maintained by each Loan Party, together with copies of (i) all executed Qualified Account Letters executed by such Loan Party and the related banking or other financial institution in connection with all Qualified Accounts and (ii) the Securities Account Control Agreement, executed by the applicable Loan Party and the securities intermediary entities specified on Schedule 4.23 hereto. ------------- (n) Satisfactory evidence that the insurance policies required by Section 6.4 and each Collateral Document are in full force and effect, together ----------- with appropriate evidence showing loss payable or additional insured clauses or endorsements, as requested by the Lender, in favor of the Lender. (o) A letter from the Loan Parties to their independent auditors authorizing the independent certified public accountants of the Loan Parties to communicate with the Lender in accordance with Section 6.5. ----------- (p) A certificate of the Chief Financial Officer of each Loan Party, stating that from and after giving effect to all transactions to be consummated on the Effective Date, the Loan Parties, taken as one enterprise, are Solvent after giving effect to the Term Loan, the following conditions must be satisfied:application of the proceeds thereof in accordance with Section 6.11 and the payment of all estimated legal, accounting ------------ and other fees related hereto and thereto. (aq) Receipt by the Bank The Financial Statements of the Term Notes Borrower and its Subsidiaries referred to in Section 4.5. ----------- (r) To the extent not previously delivered, copies of all loan agreements, notes and other documentation evidencing or relating to any Indebtedness for borrowed money of any Loan Party or any of its Subsidiaries, and all other Loan Documentsmaterial agreements of any of them listed on Schedule 4.24 hereto ------------- and not delivered on the Execution Date, duly executed each of which (x) shall be certified as of the Effective Date by the Secretary or Assistant Secretary of the Borrower as being a true and completed correct copy thereof and as not having been modified, amended or rescinded and as being in full force and effect and (y) which the Lender shall have had the opportunity to review and determine to be in form and substance acceptable satisfactory to the Bankit. (bs) Receipt hereto seeking approval in such State of any Subsidiary Guaranty and the Liens created by the Bank of copies of hazard and liability insurance certificates, Collateral Documents in form and substance acceptable to the Bank, together with mortgagee/loss payee and additional insured endorsements thereof in favor of the BankCollateral. (ct) Receipt by For the Bank account of an opinion addressed the Lender, the Note of the Borrower conforming to the Bank from McGuireWoods LLP, counsel for the Company, substantially in the form of Exhibit D-2 attached hereto.requirements set forth herein (du) Receipt by Such other certificates, documents, agreements and information respecting any Loan Party as the Bank of all items of due diligence requested by the Bank in form and substance acceptable to the Bank in all respectsLender may, in its sole discretion, includingreasonably request. (v) The Bankruptcy Plan shall separately classify the Secured Claim of the Lender against the Borrower and shall provide for its treatment pursuant to the Termination and Release Agreement. Except as expressly provided otherwise pursuant to the Termination and Release Agreement, without limitation, those items set forth on that certain closing checklist prepared any and all claims of the Borrower and its Affiliates against the Lender and its Affiliates shall be released under the Bankruptcy Plan and not retained by the Bank's counsel and delivered to Borrower as of the Company or Company's counsel prior to the date hereof Effective Date. (the "Closing Checklist"); further including, without limitation: w) Either (i) satisfactory appraisals relating to the Property; (ii) title insurance commitments for the Property containing all requested endorsements and containing no title exceptions unacceptable to the Bank; (iii) surveys for the Property; (iv) satisfactory environmental reports for the Property; (v) certificates of occupancy for the improvements located on the Property; and (vi) all other items relating to the Property noted on the Closing Checklist. (e) Receipt by the Bank of evidence Disclosure Statement shall be in form and substance acceptable satisfactory to the Bank in all respectsLender and, in its sole discretionany case, that shall satisfactorily describe the Company Termination and Release Agreement, the Resale Agreement and this Agreement or Company's counsel has satisfied all (ii) the Borrower shall have filed a motion, which shall be in form and substance satisfactory to the Lender, pursuant to Bankruptcy Rule 9019 seeking approval of the requirements Termination and instructions contained Release Agreement, the Resale Agreement and this Agreement and the transactions contemplated thereby and hereby, and such motion shall, in that certain closing instruction letter for any case, satisfactorily describe the Term Loan from Termination and Release Agreement, the Bank's counsel to Company's counsel, including, without limitation: Resale Agreement and this Agreement. (x) The Confirmation Order (i) evidence shall be in form and substance satisfactory to the Lender, (ii) shall have been entered by the Bankruptcy Court and (iii) shall be in full force and effect and not subject to stay and, in any event, shall authorize the Borrower to enter into the Termination and Release Agreement, the Resale Agreement, this Agreement, the other Loan Documents and the other agreements and documents contemplated herein and therein, and shall contain findings or rulings that the Termination and Release Agreement is fair and equitable to the Borrower, its estate and all parties in interest. (y) Other than amendments or modifications to the Bankruptcy Plan disclosed in writing to the Lender on or before the date of proper recordation execution of this Agreement, the Bankruptcy Plan shall not have been amended or modified in a manner that, in the reasonable judgment of the Deed of Trust Lender, individually or in the appropriate land records after updating title aggregate could reasonably be expected to the Property and confirming that the lien of the Deed of Trust is have a first lien Material Adverse Effect. (i) The Bankruptcy Plan shall have been approved on the Property; or before January 15, 2002 and (ii) evidence that all the Confirmation Order shall have been entered on or before the tenth Business Day thereafter and shall approve of the Company's obligations transactions contemplated hereby and shall not have been stayed by the Bankruptcy Court or any other court having jurisdiction to SunTrust under the Industrial Development Revenue Bonds issued pursuant to that certain Bond Purchase Agreement and Agreement of Sale dated as of December 1, 1983, as amended on November 1, 1984, by and among the Company, the SunTrust Bank, as successor to Crestar Bank, a Virginia banking corporationissue any such stay, and the Industrial Development Authority Confirmation Order shall otherwise be in full force and effect from its date of entry. (aa) All costs and accrued and unpaid expenses for which the County of Henrico, Virginia, Borrower has received an invoice (including legal fees and expenses) required to be paid to the Lender on or before the Effective Date shall have been satisfied paid. (bb) There shall not have occurred since the Execution Date (i) a Material Adverse Change or (ii) any events or developments that in full, or will the aggregate have had a Material Adverse Effect. (cc) The following statements shall be fully satisfied from true on the first advance under date of the Term Loan., both before and after giving effect thereto and to the application of the proceeds therefrom: (f) Receipt by the Bank of such other documents, certificates, instruments and agreements as shall be required hereunder or provided for herein or as the Bank or the Bank's counsel may require in connection herewith. (g) No event shall have occurred and be continuing or condition shall exist, or would result from the proposed Term Loan, which constitutes or, with the lapse of time or the giving of notice, or both, would constitute a Default. (hi) The representations and warranties contained of the Borrower set forth in Sections 7.1 through 7.12 hereof Article IV of this Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the date of the proposed advance of funds under the Term Loan with the same effect as though made on and as of the Effective Date (or, to the extent such date; however, in the case of Section 7.5, the representations and warranties contained therein expressly relate to an earlier date, on and as of such earlier date); and (ii) The Borrower and each other Loan Party shall be deemed in compliance in all material respects with all the terms and provisions set forth herein and in each other Loan Document on its part to apply to be observed or performed, and at the most recent financial statements furnished by the Company to the Bank pursuant to Sections 8.1.1(a) time of and immediately after such date, no Default or (b)Event of Default shall have occurred and be continuing. (idd) No change shall have occurred in any law or regulation thereunder or interpretation thereof which in the opinion The making of counsel for the Bank would make it illegal for the Bank to make the Term Loan on the Effective Date does not violate any Requirement of Law on the date of or an advance thereunder in the manner provided herein. (j) In the event that the Line of Credit Loan is funded prior to the Term Loan, the Company shall use the entire principal amount advanced under immediately following the Term Loan to pay down the Line of Credit Loanand is not enjoined, temporarily, preliminarily or permanently.