Credit
and the Commitment hereunder shall be automatically terminated and the Borrower
shall repay to the Lender the aggregate principal amount of all outstanding
Loans hereunder, together with accrued and unpaid interest thereon, on the
earliest to occur of (i) January 31, 2006, or (ii) the date of termination in
whole of the
2
aggregate Commitments pursuant to the Existing Credit Agreement by any party
thereto (the "Loan Termination Date").
ARTICLE III
CONDITIONS
3.1
CONDITIONS PRECEDENT TO INITIAL BORROWING.
THE OBLIGATION OF THE LENDER TO MAKE LOANS AFTER THE EFFECTIVE DATE IN
CONNECTION WITH THE INITIAL BORROWING HEREUNDER IS SUBJECT TO THE SATISFACTION
OF THE FOLLOWING CONDITIONS PRECEDENT:
(A)
THE LENDER SHALL HAVE RECEIVED A GUARANTEE
IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE LENDER FROM EACH OF THE
PARENT, TAX SERVICES OF AMERICA, INC., DELAWARE CORPORATION AND HEWFANT, INC., A
VIRGINIA CORPORATION (TOGETHER WITH THE BORROWER, THE "CREDIT PARTIES" AND EACH
A "CREDIT PARTY").
(B)
THE LENDER SHALL HAVE RECEIVED A CERTIFICATE
DATED AS OF A DATE NO LATER THAN THE EFFECTIVE DATE FROM THE SECRETARY OF EACH
CREDIT PARTY CERTIFYING AS TO THE INCUMBENCY AND GENUINENESS OF THE SIGNATURE OF
EACH OFFICER OF SUCH CREDIT PARTY EXECUTING THIS AGREEMENT OR ANY AGREEMENT,
INSTRUMENT OR OTHER DOCUMENT CONTEMPLATED HEREBY (EACH A "CREDIT DOCUMENT" AND
COLLECTIVELY, THE "CREDIT DOCUMENTS") AND THAT ATTACHED THERETO IS A TRUE AND
COMPLETE COPY OF (I) THE ARTICLES OF INCORPORATION OF SUCH CREDIT PARTY AND ALL
AMENDMENTS THERETO CERTIFIED AS OF A RECENT DATE BY THE SECRETARY OF STATE OF
ITS JURISDICTION OF INCORPORATION, (II) THE BYLAWS OF SUCH CREDIT PARTY AND ALL
AMENDMENTS THERETO AND (III) RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS OF
SUCH CREDIT PARTY, AUTHORIZING THE EXECUTION, DELIVERY AND PERFORMANCE OF THE
CREDIT DOCUMENTS TO WHICH SUCH CREDIT PARTY IS A PARTY.
(C)
THE LENDER SHALL HAVE RECEIVED A
CERTIFICATE FROM THE SECRETARY OF STATE OF THE STATE OF INCORPORATION OF EACH
CREDIT PARTY, DATED AS OF A RECENT DATE, AS TO THE EXISTENCE OF SUCH CREDIT
PARTY.
(D)
THE LENDER SHALL HAVE RECEIVED AN OPINION OF
LEGAL COUNSEL TO THE CREDIT PARTIES DATED AS OF DATE NO LATER THAN THE EFFECTIVE
DATE IN SUBSTANTIALLY THE FORM ATTACHED HERETO AS EXHIBIT A.
(E)
THE BORROWER SHALL HAVE PAID TO THE LENDER
WHEN DUE THE UPFRONT FEE IN CLAUSE (1) OF THE SECOND PARAGRAPH OF THE FEE LETTER
DATED AS OF THE DATE HEREOF BETWEEN THE BORROWER AND THE LENDER (THE "FEE
LETTER").
3.2
CONDITIONS PRECEDENT TO EACH BORROWING.
THE
OBLIGATION OF THE LENDER TO MAKE ANY LOANS HEREUNDER, INCLUDING THE INITIAL
LOANS, IS SUBJECT TO THE SATISFACTION OF THE FOLLOWING CONDITIONS PRECEDENT ON
THE RELEVANT DATE OF BORROWING:
(A)
ALL OF THE REPRESENTATIONS AND WARRANTIES
INCORPORATED BY REFERENCE INTO THIS AGREEMENT SHALL BE TRUE AND CORRECT IN ALL
MATERIAL RESPECTS (EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES ARE
OTHERWISE QUALIFIED BY MATERIALITY IN WHICH CASE THEY SHALL BE TRUE AND CORRECT
IN ALL RESPECTS) ON THE DATE OF SUCH