IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY,
INCLUDING ALL TAXES, FEES AND OTHER CHARGES IN CONNECTION WITH THE EXECUTION,
DELIVERY, RECORDING, FILING AND REGISTRATION OF ANY OF THE LOAN DOCUMENTS.
(E)
MISCELLANEOUS.
(I)
TERMINATION OF PRIOR CREDIT AGREEMENT.
THE PRIOR CREDIT AGREEMENT SHALL HAVE BEEN TERMINATED TO THE SATISFACTION OF THE
ADMINISTRATIVE AGENT.
(II)
NOTICE OF ACCOUNT DESIGNATION.
THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A NOTICE OF ACCOUNT DESIGNATION
SPECIFYING THE ACCOUNT OR ACCOUNTS TO WHICH THE PROCEEDS OF ANY LOANS MADE AFTER
THE CLOSING DATE ARE TO BE DISBURSED.
(III)
OTHER DOCUMENTS.
ALL OPINIONS, CERTIFICATES
AND OTHER INSTRUMENTS AND ALL PROCEEDINGS IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT SHALL BE REASONABLY SATISFACTORY IN FORM AND
SUBSTANCE TO THE ADMINISTRATIVE AGENT.
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED COPIES OF ALL OTHER DOCUMENTS, CERTIFICATES AND INSTRUMENTS REASONABLY
REQUESTED THEREBY, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.
SECTION 5.3
CONDITIONS TO ALL EXTENSIONS OF CREDIT.
THE OBLIGATIONS OF THE LENDERS TO MAKE ANY EXTENSIONS OF CREDIT (INCLUDING THE
INITIAL EXTENSION OF CREDIT) OR GRANT ANY EXERCISE OF THE TERM-OUT PURSUANT TO
SECTION 2.9 ARE SUBJECT TO THE SATISFACTION OF THE FOLLOWING CONDITIONS
PRECEDENT ON THE RELEVANT BORROWING OR EXERCISE DATE:
37
(A)
CONTINUATION OF REPRESENTATIONS AND
WARRANTIES.
THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI SHALL BE
TRUE AND CORRECT ON AND AS OF THE DATE OF SUCH BORROWING OR EXERCISE WITH THE
SAME EFFECT AS IF MADE ON AND AS OF SUCH DATE, EXCEPT FOR ANY REPRESENTATION AND
WARRANTY MADE AS OF AN EARLIER DATE, WHICH REPRESENTATION AND WARRANTY SHALL
REMAIN TRUE AND CORRECT AS OF SUCH EARLIER DATE.
(B)
NO EXISTING DEFAULT.
NO DEFAULT OR EVENT OF
DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING ON THE DATE OF SUCH BORROWING OR
EXERCISE WITH RESPECT TO SUCH LOAN OR AFTER GIVING EFFECT TO THE LOANS TO BE
MADE ON SUCH DATE.
(C)
NOTICES.
THE ADMINISTRATIVE AGENT SHALL
HAVE RECEIVED A NOTICE OF BORROWING, NOTICE OF CONVERSION/CONTINUATION OR NOTICE
OF EXERCISE OF THE TERM-OUT, AS APPLICABLE, FROM THE BORROWERS IN ACCORDANCE
WITH SECTION 2.3(A), 2.9 OR 4.2, AS APPLICABLE.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF THE BORROWERS
SECTION 6.1
REPRESENTATIONS AND WARRANTIES.
TO INDUCE
THE ADMINISTRATIVE AGENT AND LENDERS TO ENTER INTO THIS AGREEMENT AND TO INDUCE
THE LENDERS TO MAKE EXTENSIONS OF CREDIT, THE BORROWERS HEREBY REPRESENT AND
WARRANT TO THE ADMINISTRATIVE AGENT AND LENDERS BOTH BEFORE AND AFTER GIVING
EFFECT TO THE TRANSACTIONS CONTEMPLATED HEREUNDER THAT:
(A)
ORGANIZATION; POWER AND AUTHORITY.
EACH OF
THE COMPANY AND EACH OF ITS SUBSIDIARIES IS A CORPORATION DULY ORGANIZED,
VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF ITS JURISDICTION OF
INCORPORATION, AND IS DULY QUALIFIED AS A FOREIGN CORPORATION AND IS IN GOOD
STANDING IN EACH JURISDICTION IN WHICH SUCH QUALIFICATION IS REQUIRED BY LAW,
OTHER THAN THOSE JURISDICTIONS AS TO WHICH THE FAILURE TO BE SO QUALIFIED OR IN
GOOD STANDING WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE