OF ONE TYPE
TO LOANS OF ANOTHER TYPE, AND OF THE LC ISSUER TO
49
ISSUE ANY LETTER OF CREDIT, IN EACH CASE AFTER THE CLOSING DATE, IS FURTHER
SUBJECT TO THE FOLLOWING CONDITIONS:
(A)
TIMELY RECEIPT BY THE ADMINISTRATIVE AGENT OF THE NOTICE OF
BORROWING OR CONVERSION WITH RESPECT TO ANY REVOLVING CREDIT LOAN, OR BY THE LC
ISSUER OF THE LETTER OF CREDIT APPLICATION WITH RESPECT TO ANY LETTER OF CREDIT;
(B)
THE OUTSTANDING LOANS AND LETTERS OF CREDIT DO NOT AND, AFTER
GIVING EFFECT TO ANY REQUESTED REVOLVING LOAN, WILL NOT EXCEED THE LIMITATIONS
SET FORTH IN SECTIONS 2.1 AND 3.1 HEREOF;
(C)
THE REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION V HEREOF
AND ALL REPRESENTATIONS AND WARRANTIES MADE BY THE BORROWERS AND EACH OTHER LOAN
PARTY UNDER ANY OTHER LOAN DOCUMENT SHALL BE TRUE AND ACCURATE IN ALL MATERIAL
RESPECTS ON AND AS OF THE DATE OF SUCH NOTICE OF BORROWING OR CONVERSION OR
LETTER OF CREDIT APPLICATION AND ON THE EFFECTIVE DATE OF THE MAKING,
CONTINUATION OR CONVERSION OF EACH REVOLVING CREDIT LOAN OR ISSUANCE OF EACH
LETTER OF CREDIT AS THOUGH MADE AT AND AS OF EACH SUCH DATE (EXCEPT TO THE
EXTENT THAT SUCH REPRESENTATIONS AND WARRANTIES EXPRESSLY RELATE TO AN EARLIER
DATE IN WHICH CASE SUCH REPRESENTATIONS AND WARRANTIES SHALL BE TRUE AND CORRECT
AS OF SUCH EARLIER DATE);
(D)
NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING AT THE TIME OF, AND IMMEDIATELY AFTER, THE MAKING OF SUCH REQUESTED
REVOLVING CREDIT LOAN OR THE ISSUANCE OF SUCH REQUESTED LETTER OF CREDIT;
(E)
NO LITIGATION, ARBITRATION, PROCEEDING OR INVESTIGATION SHALL BE
PENDING OR THREATENED WHICH QUESTIONS THE VALIDITY OR LEGALITY OF THE
TRANSACTIONS CONTEMPLATED BY ANY LOAN DOCUMENT OR SEEKS A RESTRAINING ORDER,
INJUNCTION OR DAMAGES IN CONNECTION THEREWITH, OR WHICH, IN THE JUDGMENT OF THE
ADMINISTRATIVE AGENT, MIGHT ADVERSELY AFFECT THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY OR MIGHT HAVE A MATERIAL ADVERSE AFFECT ON THE BORROWERS; AND
(F)
NO CHANGE SHALL HAVE OCCURRED IN ANY LAW OR REGULATION OR
INTERPRETATION THEREOF THAT, IN THE OPINION OF COUNSEL FOR ANY LENDER, WOULD
MAKE IT ILLEGAL OR AGAINST THE POLICY OF ANY GOVERNMENTAL AGENCY OR AUTHORITY
FOR SUCH LENDER TO MAKE LOANS HEREUNDER OR, IN THE OPINION OF COUNSEL FOR THE LC
ISSUER, FOR THE LC ISSUER TO ISSUE LETTERS OF CREDIT HEREUNDER (AS THE CASE MAY
BE).
The making, continuation or conversion of each Loan and the issuance of each
Letter of Credit shall be deemed to be a representation and warranty by the
Borrowers on the date of the making, continuation or conversion of such Loan as
to the accuracy of the facts referred to in subsection (c) of this Section 4.2
and of the satisfaction of all of the conditions set forth in this Section 4.2.
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SECTION V
REPRESENTATIONS AND WARRANTIES
The Borrowers, jointly and severally, represent and warrant to the
Administrative Agent and the Lenders that:
5.1
EXISTENCE, QUALIFICATION AND POWER.
EACH LOAN