RETURNED TO THE EXTENT OF SUCH RECOVERY, BUT WITHOUT
INTEREST.
EACH LOAN PARTY AGREES THAT EACH LENDER SO PURCHASING A PORTION OF
ANOTHER LENDER'S LOANS MAY EXERCISE ALL RIGHTS OF PAYMENT (INCLUDING RIGHTS OF
SET-OFF) WITH RESPECT TO SUCH PORTION AS FULLY AS IF SUCH LENDER WERE THE DIRECT
HOLDER OF SUCH PORTION.
THIS
57
SUBSECTION 6.9 SHALL NOT APPLY TO ANY ACTION TAKEN BY COBANK WITH RESPECT TO
EQUITY IN IT HELD BY BORROWER.
SECTION 7
CONDITIONS TO LOANS
The effectiveness of this Agreement (in the case of Subsection 7.1) and the
obligations of Lenders to make Loans (in the case of Subsections 7.2 and 7.3)
are subject to satisfaction of all of the applicable conditions set forth below.
7.1
CONDITIONS TO EFFECTIVENESS.
THE EFFECTIVENESS HEREOF IS SUBJECT
TO THE SATISFACTION OF EACH OF THE FOLLOWING CONDITIONS:
(A)
EXECUTED LOAN DOCUMENTS.
(I) THIS AGREEMENT, (II) THE TERM LOAN B
NOTES, (III) THE PLEDGE AND SECURITY AGREEMENT, (IV) THE POST-CLOSING LETTER,
AND (V) ALL OTHER DOCUMENTS, FINANCING STATEMENTS AND INSTRUMENTS REQUIRED BY
SUCH AGREEMENTS TO BE EXECUTED AND DELIVERED ON OR PRIOR TO SUCH DATE
(INCLUDING, TO THE EXTENT REQUIRED BY THE LOAN DOCUMENTS, LANDLORD WAIVERS AND
CONSENTS AND REAFFIRMATIONS), SHALL HAVE BEEN DULY AUTHORIZED AND EXECUTED BY
THE LOAN PARTIES OR OTHER PERSONS PARTY THERETO, AS APPLICABLE, IN FORM AND
SUBSTANCE SATISFACTORY TO ADMINISTRATIVE AGENT, AND THE LOAN PARTIES OR SUCH
OTHER PERSONS, AS APPLICABLE, SHALL HAVE DELIVERED SUFFICIENT ORIGINAL
COUNTERPARTS THEREOF TO ADMINISTRATIVE AGENT FOR DELIVERY TO LENDERS.
(B)
CONTROL AGREEMENTS.
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
EXECUTED ACCOUNT CONTROL AGREEMENTS WITH RESPECT TO THE LOAN PARTIES' DEPOSIT
AND SECURITIES ACCOUNTS AS SHALL HAVE BEEN SPECIFIED BY ADMINISTRATIVE AGENT, IN
FORM AND SUBSTANCE SATISFACTORY TO ADMINISTRATIVE AGENT, FROM THE APPROPRIATE
DEPOSITORY INSTITUTIONS OR OTHER ENTITIES HOLDING SUCH DEPOSIT ACCOUNTS.
(C)
CLOSING CERTIFICATES; OPINIONS.
(I)
OFFICER'S CERTIFICATE.
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
A CERTIFICATE FROM THE CHIEF EXECUTIVE OFFICER, CHIEF OPERATING OFFICER OR CHIEF
FINANCIAL OFFICER OF BORROWER ON BEHALF OF BORROWER AND IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO ADMINISTRATIVE AGENT, TO THE EFFECT THAT, TO THEIR
KNOWLEDGE, ALL REPRESENTATIONS AND WARRANTIES OF THE LOAN PARTIES AND THEIR
RESPECTIVE SUBSIDIARIES CONTAINED IN THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
ARE TRUE, CORRECT AND COMPLETE IN ALL MATERIAL RESPECTS; THAT NO LOAN PARTY NOR
ANY SUBSIDIARY OF ANY LOAN PARTY IS IN VIOLATION OF ANY OF THE COVENANTS
CONTAINED IN THIS AGREEMENT OR IN THE OTHER LOAN DOCUMENTS; THAT, AFTER GIVING
EFFECT TO THIS AGREEMENT, NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING; THAT THE LOAN PARTIES AND THEIR RESPECTIVE SUBSIDIARIES HAVE
SATISFIED EACH OF THE CLOSING CONDITIONS TO BE SATISFIED BY THEM HEREBY; AND
CALCULATING THE TOTAL LEVERAGE RATIO AS OF THE AMENDMENT DATE.
(II)
CERTIFICATES OF SECRETARIES OF THE LOAN PARTIES.
ADMINISTRATIVE
AGENT SHALL HAVE RECEIVED A CERTIFICATE OF THE SECRETARY OR ASSISTANT SECRETARY
OF EACH LOAN PARTY, DATED AS OF THE AMENDMENT DATE, ON BEHALF OF SUCH LOAN PARTY
AND IN FORM AND