ALLOW THE ADMINISTRATIVE
AGENT OR ANY LENDER, AS APPLICABLE, TO IDENTIFY THE CREDIT PARTIES IN ACCORDANCE
WITH THE PATRIOT ACT.
(P)
MATERIAL CONTRACTS.
TO THE EXTENT REQUESTED
BY THE ADMINISTRATIVE AGENT, THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED TRUE
AND COMPLETE COPIES, CERTIFIED, IN THE CLOSING OFFICER'S CERTIFICATE, AS TRUE
AND COMPLETE, OF ALL REQUESTED MATERIAL CONTRACTS, TOGETHER WITH ALL EXHIBITS
AND SCHEDULES.
(Q)
POWER OF ATTORNEY.
THE ADMINISTRATIVE AGENT
SHALL HAVE RECEIVED DULY EXECUTED POWERS OF ATTORNEY IN THE FORM ATTACHED AS
EXHIBIT 4.1(Q)(I) AND EXHIBIT 4.1(Q)(II), AS APPLICABLE, FROM EACH BORROWER AND
EACH PLEDGOR UNDER A PLEDGE AGREEMENT.
(R)
FEES AND EXPENSES.
THE ADMINISTRATIVE
AGENT, THE LENDERS AND THE ADMINISTRATIVE AGENT'S COUNSEL SHALL HAVE RECEIVED
ALL FEES AND EXPENSES, IF ANY, OWING PURSUANT TO THE FEE AND PRICING LETTER AND
SECTION 2.5.
(S)
ADDITIONAL MATTERS.
ALL OTHER DOCUMENTS
AND LEGAL MATTERS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT AND THE OTHER CREDIT DOCUMENTS SHALL BE REASONABLY SATISFACTORY IN
FORM AND SUBSTANCE TO THE ADMINISTRATIVE AGENT AND ITS COUNSEL.
(T)
CONDITIONS CONTAINED IN THE FEE AND
PRICING LETTER.
ALL CONDITIONS PRECEDENT TO THE CLOSING OF THE FACILITY
EVIDENCED BY THE CREDIT DOCUMENTS THAT ARE SET FORTH IN THE FEE AND PRICING
LETTER, WHICH CONDITIONS ARE INCORPORATED HEREIN BY REFERENCE, HAVE BEEN
SATISFIED.
(U)
INTEREST RATE PROTECTION AGREEMENTS.
ALL
INTEREST RATE PROTECTION AGREEMENTS REQUIRED PURSUANT TO SECTION 5.13 HAVE BEEN
DULY EXECUTED AND DELIVERED BY EACH OF THE PARTIES THERETO.
SECTION 4.2
CONDITIONS TO ALL EXTENSIONS OF
CREDIT.
The obligation of each Lender to make any Extension of Credit hereunder,
including the obligation of each Lender to make the Term Loan on the Closing
Date and the pledge by any Borrower of any Collateral is subject to the
following conditions:
(A)
REPRESENTATIONS AND WARRANTIES.
THE
REPRESENTATIONS AND WARRANTIES MADE BY THE CREDIT PARTIES HEREIN, IN THE CREDIT
DOCUMENTS, IN ANY SCHEDULE TO THE CREDIT DOCUMENTS AND WHICH ARE CONTAINED IN
ANY CERTIFICATE, DOCUMENT, REPORT OR NOTICE FURNISHED AT ANY TIME UNDER OR IN
CONNECTION HEREWITH OR THE OTHER CREDIT DOCUMENTS SHALL (I) WITH RESPECT TO
REPRESENTATIONS AND WARRANTIES THAT CONTAIN A MATERIALITY QUALIFICATION, BE TRUE
AND CORRECT AND (II) WITH RESPECT TO REPRESENTATIONS AND WARRANTIES THAT DO NOT
CONTAIN A MATERIALITY QUALIFICATION, BE TRUE AND CORRECT IN ALL MATERIAL
RESPECTS, BOTH
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IMMEDIATELY PRIOR TO THE REQUESTED EXTENSION OF CREDIT AND ALSO AFTER GIVING
EFFECT THERETO AND TO THE INTENDED USE THEREOF.
(B)
NO DEFAULT OR EVENT OF DEFAULT.
NO DEFAULT
OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING ON SUCH DATE OR AFTER
GIVING EFFECT TO THE EXTENSION OF CREDIT TO BE MADE ON SUCH DATE AND NO EVENT
SHALL HAVE OCCURRED WHICH HAS, OR WOULD REASONABLY BE EXPECTED TO HAVE, A
MATERIAL ADVERSE EFFECT.
(C)
COMPLIANCE WITH COMMITMENTS.
BEFORE AND
IMMEDIATELY AFTER GIVING EFFECT TO THE MAKING OF ANY SUCH EXTENSION OF CREDIT
(AND THE APPLICATION OF THE PROCEEDS THEREOF), (I) THE SUM OF THE AGGREGATE
PRINCIPAL AMOUNT OF OUTSTANDING REVOLVING LOANS SHALL NOT