OCCURRED AND IS
CONTINUING, THE BORROWER MAY, UPON PRIOR WRITTEN NOTICE TO THE ADMINISTRATIVE
AGENT SENT NOT EARLIER THAN FORTY-FIVE (45) DAYS PRIOR TO, NOR LATER THAN
FIFTEEN (15) DAYS PRIOR TO, THE STATED MATURITY DATE, ELECT TO HAVE THE
PRINCIPAL BALANCE OF THE LOANS OUTSTANDING ON THE STATED MATURITY DATE REMAIN
OUTSTANDING FROM THE STATED MATURITY DATE TO THE TERM LOAN MATURITY DATE AS
NON-REVOLVING TERM LOANS (THE "TERM-OUT OPTION").
AS A CONDITION PRECEDENT TO
THE TERM-OUT OPTION, THE BORROWER SHALL DELIVER TO THE ADMINISTRATIVE AGENT A
CERTIFICATE OF THE BORROWER CERTIFYING THAT (I) BEFORE AND AFTER GIVING EFFECT
TO SUCH EXTENSION, (A) THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE
III ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE EFFECTIVE
DATE OF SUCH TERM-OUT OPTION, EXCEPT TO THE EXTENT THAT SUCH REPRESENTATIONS AND
WARRANTIES SPECIFICALLY REFER TO AN EARLIER DATE, IN WHICH CASE THEY ARE TRUE
AND CORRECT AS OF SUCH EARLIER DATE, AND EXCEPT THAT FOR PURPOSES OF THIS
SECTION 2.18, THE REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 3.04 SHALL
BE DEEMED TO REFER TO THE MOST RECENT FINANCIAL STATEMENTS FURNISHED PURSUANT TO
SECTION 5.01 AND (B) NO DEFAULT OR EVENT OF DEFAULT EXISTS AND (II) NO MATERIAL
ADVERSE EFFECT HAS OCCURRED SINCE THE DATE OF THE MOST RECENT FINANCIAL
STATEMENTS FURNISHED PURSUANT TO SECTION 5.01.
(B)
DURING THE PERIOD OF SUCH TERM LOANS, THE BORROWER MAY REPAY IN
WHOLE OR IN PART BUT NOT REBORROW THE OUTSTANDING TERM LOANS AS PROVIDED IN
SECTION 2.08 (BUT MAY CONTINUE THE OUTSTANDING PRINCIPAL BALANCE OF MATURING
LOANS PURSUANT TO SECTION 2.02) AND THE PROVISIONS OF THIS AGREEMENT RELATING TO
THE REVOLVING LOANS SHALL APPLY MUTATIS MUTANDIS TO THE TERM LOANS.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants to the Lenders that:
SECTION 3.01.
ORGANIZATION; POWERS.
EACH OF THE BORROWER AND ITS SUBSIDIARIES
IS DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE
JURISDICTION OF ITS ORGANIZATION, HAS ALL REQUISITE POWER AND AUTHORITY TO CARRY
ON ITS BUSINESS AS NOW CONDUCTED AND, EXCEPT WHERE THE FAILURE TO DO SO,
INDIVIDUALLY OR IN THE AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO RESULT IN
A MATERIAL ADVERSE EFFECT, IS QUALIFIED TO DO BUSINESS IN, AND IS IN GOOD
STANDING IN, EVERY JURISDICTION WHERE SUCH QUALIFICATION IS REQUIRED.
SECTION 3.02.
AUTHORIZATION; ENFORCEABILITY.
THE TRANSACTIONS ARE WITHIN THE
BORROWER'S CORPORATE POWERS AND HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY
CORPORATE AND, IF REQUIRED, STOCKHOLDER ACTION.
THIS AGREEMENT HAS BEEN DULY
EXECUTED AND DELIVERED BY THE BORROWER AND CONSTITUTES A LEGAL, VALID AND
BINDING OBLIGATION OF THE BORROWER, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS,
SUBJECT TO APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR
OTHER LAWS AFFECTING CREDITORS' RIGHTS GENERALLY AND SUBJECT TO GENERAL
PRINCIPLES OF EQUITY, REGARDLESS OF WHETHER CONSIDERED IN A PROCEEDING IN EQUITY
OR AT LAW.
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SECTION 3.03.
GOVERNMENTAL APPROVALS; NO CONFLICTS.
THE TRANSACTIONS (A) DO
NOT REQUIRE ANY CONSENT OR APPROVAL OF, REGISTRATION OR FILING WITH, OR ANY
OTHER ACTION