OF THE PROCEEDS OF THE LOAN OR THE BENEFITS OF A LETTER OF
CREDIT OR THE INCREMENTAL INCREASE REQUESTED THEREBY SHALL CONSTITUTE A
REPRESENTATION AND WARRANTY BY THE BORROWERS THAT ON THE DATE OF SUCH REQUEST,
AND BEFORE AND AFTER GIVING EFFECT TO THE MAKING OF SUCH LOANS AND THE
APPLICATION OF ANY PROCEEDS OF SUCH LOANS OR THE ISSUANCE OF SUCH LETTER OF
CREDIT OR SUCH INCREMENTAL INCREASE, AS THE CASE MAY BE, ALL STATEMENTS SET
FORTH IN SECTION 4.2.1 ARE TRUE AND CORRECT.
IN THE EVENT THAT, IN CONNECTION
WITH THE DELIVERY OF ANY SUCH BORROWING REQUEST OR LETTER OF CREDIT REQUEST OR
REQUEST FOR INCREMENTAL INCREASE, THE BORROWERS ARE REQUIRED TO AMEND ANY ITEM
ON THE SCHEDULES ATTACHED HERETO IN ORDER THAT THE STATEMENT SET FORTH IN
SUBSECTION (A) OR (B) OF SECTION 4.2.1 SHALL BE TRUE AND CORRECT, THE BORROWERS'
REPRESENTATIVE SHALL DELIVER TO THE AGENT AT LEAST FIVE (5) BUSINESS DAYS PRIOR
TO THE DATE OF THE BORROWING, LETTER OF CREDIT OR INCREMENTAL INCREASE REQUESTED
OR TO BE REQUESTED, A REQUEST THAT SUCH SCHEDULE BE AMENDED, AND THE AGENT SHALL
PROMPTLY FORWARD SUCH REQUEST TO THE LENDERS.
TO THE EXTENT THAT THE REQUIRED
LENDERS AGREE TO SUCH REQUESTED AMENDMENT OR OTHERWISE AGREE TO MAKE ANY LOANS
OR ISSUE ANY LETTERS OF CREDIT AFTER RECEIPT OF SUCH REQUEST, THE
REPRESENTATIONS AND WARRANTIES PROPOSED TO BE AMENDED BY SUCH REQUESTED
AMENDMENT TO THE SCHEDULES WILL BE DEEMED AMENDED FOR PURPOSES OF THIS
AGREEMENT.
SECTION 4.2.3
SATISFACTORY LEGAL FORM.
ALL DOCUMENTS EXECUTED OR SUBMITTED
BY OR ON BEHALF OF ANY OF THE BORROWERS OR ANY OTHER LOAN PARTY SHALL BE
REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE AGENT AND ITS COUNSEL; THE
REQUIRED LENDERS SHALL HAVE RECEIVED ALL INFORMATION, AND SUCH COUNTERPART
ORIGINALS OR SUCH CERTIFIED OR OTHER COPIES OF SUCH INSTRUMENTS, AS THE REQUIRED
LENDERS MAY REASONABLY REQUEST; AND ALL LEGAL MATTERS INCIDENT TO THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL BE REASONABLY SATISFACTORY TO
THE REQUIRED LENDERS.
SECTION 4.2.4
MARGIN REGULATIONS.
THE MAKING OF SUCH LOAN OR THE ISSUANCE
OF SUCH LETTER OF CREDIT AND THE USE OF THE PROCEEDS THEREOF SHALL NOT VIOLATE
REGULATIONS T, U AND X OF THE F.R.S. BOARD.
SECTION 4.2.5
ADVERSE CHANGE.
SINCE MARCH 31, 2005, NO CONDITION PRECEDENT
MATERIAL ADVERSE CHANGE SHALL HAVE OCCURRED.
SECTION 4.2.6
CHANGE IN LAW.
ON THE DATE OF SUCH BORROWING, NO CHANGE
SHALL HAVE OCCURRED IN APPLICABLE LAW, OR IN APPLICABLE REGULATIONS THEREUNDER
OR IN INTERPRETATIONS THEREOF BY ANY COURT OR GOVERNMENTAL AUTHORITY WHICH, IN
THE REASONABLE OPINION OF ANY LENDER, WOULD MAKE IT ILLEGAL FOR SUCH LENDER TO
MAKE THE LOAN REQUIRED TO BE MADE ON SUCH DATE.
ARTICLE 5
REPRESENTATIONS AND WARRANTIES, ETC.
In order to induce the Lenders and the Agent to enter into this Agreement, to
engage in the transactions contemplated herein and in the other Loan Documents
and to make the Loans and cause the issuance of Letters of Credit, each Borrower
represents and warrants to the Agent
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