TO THE
ADMINISTRATIVE AGENT DEMONSTRATING THAT THE INSURANCE POLICIES REQUIRED BY
SECTION 7.5 ARE IN FULL FORCE AND EFFECT AND HAVE ALL ENDORSEMENTS REQUIRED BY
SUCH SECTION 7.5; AND
11.1.1.H SUCH OTHER DOCUMENTS AND INFORMATION AS ANY LENDER THROUGH THE
ADMINISTRATIVE AGENT MAY REASONABLY REQUEST.
11.1.2
FEE AND EXPENSES.
THERE SHALL HAVE BEEN PAID TO THE ADMINISTRATIVE
AGENT, FOR THE ACCOUNT OF THE ADMINISTRATIVE AGENT, ITS RELATED PERSONS OR ANY
LENDER, AS THE CASE MAY BE, ALL FEES AND ALL REIMBURSEMENTS OF COSTS OR
EXPENSES, IN EACH CASE DUE AND PAYABLE UNDER ANY LOAN DOCUMENT ON OR BEFORE THE
CLOSING DATE.
11.1.3
CONSENTS.
EACH GROUP MEMBER SHALL HAVE RECEIVED ALL CONSENTS AND
AUTHORIZATIONS REQUIRED PURSUANT TO ANY MATERIAL CONTRACTUAL OBLIGATION WITH ANY
OTHER PERSON AND SHALL HAVE OBTAINED ALL PERMITS OF, AND EFFECTED ALL NOTICES TO
AND FILINGS WITH, ANY GOVERNMENTAL AUTHORITY, IN EACH CASE, AS MAY BE NECESSARY
IN CONNECTION WITH THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED IN ANY LOAN
DOCUMENT.
11.1.4
RELATED TRANSACTIONS.
THE ADMINISTRATIVE AGENT SHALL BE SATISFIED
THAT THE RELATED TRANSACTIONS HAVE BEEN CONSUMMATED IN ACCORDANCE WITH THE US
FACILITY LOAN DOCUMENTS.
11.1.5
LOAN DOCUMENTS.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED ON OR
BEFORE THE CLOSING DATE ALL OF THE AGREEMENTS, DOCUMENTS, INSTRUMENTS AND OTHER
ITEMS SET FORTH ON THE CLOSING CHECKLIST ATTACHED HERETO AS EXHIBIT K, EACH IN
FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT;
11.1.6
AVAILABILITY.
NO REVOLVING LOANS SHALL BE ADVANCED ON THE CLOSING
DATE.
11.1.7
[INTENTIONALLY DELETED].
11.1.8
[INTENTIONALLY DELETED].
11.2
CONDITIONS PRECEDENT TO EACH LOAN.
The obligation of each Lender on any date (including the Closing Date) to make
any Loan is subject to the satisfaction of each of the following conditions
precedent:
11.2.1
REQUEST.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED, TO THE EXTENT
REQUIRED BY
53
ARTICLE II, A WRITTEN, TIMELY AND DULY EXECUTED AND COMPLETED NOTICE OF
BORROWING.
11.2.2
REPRESENTATIONS AND WARRANTIES; NO DEFAULTS.
THE FOLLOWING
STATEMENTS SHALL BE TRUE ON SUCH DATE, BOTH BEFORE AND AFTER GIVING EFFECT TO
SUCH LOAN:
(I) THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ANY LOAN
DOCUMENT SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF SUCH
DATE OR, TO THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES EXPRESSLY RELATE TO
AN EARLIER DATE, ON AND AS OF SUCH EARLIER DATE AND (II) NO DEFAULT SHALL BE
CONTINUING.
11.2.3
ADDITIONAL MATTERS.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
SUCH ADDITIONAL DOCUMENTS AND INFORMATION AS ANY LENDER, THROUGH THE
ADMINISTRATIVE AGENT, MAY REASONABLY REQUEST.
The representations and warranties set forth in any Notice of Borrowing (or any
certificate delivered in connection therewith) shall be deemed to be made again
on and as of the date of the relevant Loan and the acceptance of the proceeds
thereof.
11.3
[INTENTIONALLY DELETED].
11.4
DETERMINATIONS OF INITIAL BORROWING CONDITIONS.
For purposes of determining compliance with the conditions specified in
Section 3.1, each Lender shall be deemed to be satisfied with each document and
each other matter required to be satisfactory to such Lender unless,