OR
OTHER MANAGERS OF EACH CREDIT PARTY (OR A DULY AUTHORIZED COMMITTEE THEREOF)
AUTHORIZING (A) THE EXECUTION, DELIVERY AND PERFORMANCE OF THE CREDIT DOCUMENTS
(AND ANY AGREEMENTS RELATING THERETO) TO WHICH IT IS A PARTY AND (B) IN THE CASE
OF THE BORROWER, THE EXTENSIONS OF CREDIT CONTEMPLATED HEREUNDER.
6.8.
FEES. THE AGENTS SHALL HAVE RECEIVED THE FEES IN THE AMOUNTS
PREVIOUSLY AGREED IN WRITING BY THE AGENTS TO BE RECEIVED ON THE CLOSING DATE
AND ALL EXPENSES (INCLUDING THE REASONABLE FEES, DISBURSEMENTS AND OTHER CHARGES
OF COUNSEL) PAYABLE BY THE CREDIT PARTIES FOR WHICH INVOICES HAVE BEEN PRESENTED
PRIOR TO THE CLOSING DATE SHALL HAVE BEEN PAID.
6.9.
REPRESENTATIONS AND WARRANTIES. ON THE CLOSING DATE, THE
REPRESENTATIONS AND WARRANTIES MADE BY THE CREDIT PARTIES IN SECTION 8.1(A),
SECTION 8.2, SECTION 8.5 AND SECTION 8.7, AS THEY RELATE TO THE CREDIT PARTIES
AT SUCH TIME, SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS.
6.10.
SOLVENCY CERTIFICATE. ON THE CLOSING DATE, THE ADMINISTRATIVE AGENT
SHALL HAVE RECEIVED A CERTIFICATE FROM AN AUTHORIZED OFFICER OF THE BORROWER TO
THE EFFECT THAT AFTER GIVING EFFECT TO THE CONSUMMATION OF THE TRANSACTIONS, THE
BORROWER ON A CONSOLIDATED BASIS WITH ITS SUBSIDIARIES IS SOLVENT.
6.11.
MERGER. CONCURRENTLY WITH THE INITIAL CREDIT EVENT HEREUNDER, THE
MERGER SHALL HAVE BEEN CONSUMMATED IN ACCORDANCE WITH THE TERMS OF THE
ACQUISITION AGREEMENT (OR THE LEAD ARRANGERS SHALL BE REASONABLY SATISFIED WITH
THE ARRANGEMENTS IN PLACE FOR THE CONSUMMATION OF THE MERGER REASONABLY PROMPTLY
AFTER THE INITIAL CREDIT EVENT HEREUNDER AND SHALL HAVE RECEIVED CONFIRMATION
FROM REPRESENTATIVES OF THE BORROWER THAT SUCH ACTIONS SHALL BE TAKEN PROMPTLY
AFTER THE INITIAL CREDIT EVENT HEREUNDER), WITHOUT GIVING EFFECT TO ANY
AMENDMENTS OR WAIVERS THERETO THAT ARE MATERIALLY ADVERSE TO THE LENDERS
(INCLUDING, WITHOUT LIMITATION, THE DEFINITION OF, AND REPRESENTATIONS,
WARRANTIES AND CONDITIONS RELATING TO THE ABSENCE OF ANY, "MATERIAL ADVERSE
CHANGE" OR MATERIAL ADVERSE EFFECT ON THE COMPANY" THEREIN) WITHOUT THE
REASONABLE CONSENT OF THE JOINT LEAD ARRANGERS AND BOOKRUNNERS.
6.12.
PATRIOT ACT. THE JOINT LEAD ARRANGERS AND BOOKRUNNERS SHALL HAVE
RECEIVED SUCH DOCUMENTATION AND INFORMATION AS IS REASONABLY REQUESTED IN
WRITING AT LEAST 10 DAYS PRIOR TO THE CLOSING DATE BY THE ADMINISTRATIVE AGENT
ABOUT THE BORROWER AND THE GUARANTORS IN RESPECT OF APPLICABLE "KNOW YOUR
CUSTOMER" AND ANTI-MONEY LAUNDERING RULES AND REGULATIONS, INCLUDING, WITHOUT
LIMITATION, THE PATRIOT ACT.
SECTION 7.
CONDITIONS PRECEDENT TO ALL CREDIT EVENTS
The agreement of each Lender to make any Loan requested to be made by it on any
date (excluding Mandatory Borrowings and Revolving Credit Loans required to be
made by the Revolving Credit Lenders in respect of Unpaid Drawings pursuant to
Sections 3.3 and 3.4) and the obligation of the Letter of Credit Issuer to issue
Letters of Credit on any date is subject to the satisfaction of the following
conditions precedent:
7.1.
NO DEFAULT; REPRESENTATIONS AND WARRANTIES. AT THE TIME OF EACH
CREDIT EVENT AND ALSO AFTER GIVING EFFECT THERETO (OTHER THAN ANY CREDIT EVENT
ON THE CLOSING DATE) (A) NO DEFAULT