AS OF SUCH EARLIER DATE) AND
(IV) NO DEFAULT HAS OCCURRED AND IS CONTINUING OR WOULD RESULT FROM THIS
AMENDMENT AND THE MATTERS AND TRANSACTIONS CONTEMPLATED HEREBY.
(H)
LEGAL OPINIONS.
OPINIONS OF (I) JONES DAY,
COUNSEL FOR THE LOAN PARTIES, ADDRESSED TO THE ADMINISTRATIVE AGENT AND EACH
LENDER, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE
AGENT, WHICH SHALL INCLUDE, AMONG OTHER THINGS, OPINIONS AS TO THE CONTINUING
VALIDITY OF THE LIENS ON, AND SECURITY INTERESTS IN, THE COLLATERAL CREATED
PURSUANT TO THE LOAN DOCUMENTS AND THE PERFECTION OF SUCH LIENS AND SECURITY
INTERESTS AND (II) IN-HOUSE COUNSEL OF THE LOAN PARTIES, ADDRESSED TO THE
ADMINISTRATIVE AGENT AND EACH LENDER, IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT.
10
(I)
AUTHORIZATIONS.
ALL GOVERNMENTAL
AUTHORIZATIONS AND ALL THIRD PARTY CONSENTS AND APPROVALS NECESSARY IN
CONNECTION WITH THE AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL
HAVE BEEN OBTAINED (WITHOUT THE IMPOSITION OF ANY CONDITIONS THAT ARE NOT
ACCEPTABLE TO THE LENDERS) AND SHALL REMAIN IN EFFECT; AND NO LAW SHALL BE
APPLICABLE IN THE JUDGMENT OF THE LENDERS, IN EACH CASE THAT RESTRAINS, PREVENTS
OR IMPOSES MATERIALLY ADVERSE CONDITIONS UPON THE AMENDMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY OR THE RIGHTS OF THE LOAN PARTIES OR THEIR SUBSIDIARIES
FREELY TO TRANSFER OR OTHERWISE DISPOSE OF, OR TO CREATE ANY LIEN ON, ANY
PROPERTIES NOW OWNED OR HEREAFTER ACQUIRED BY ANY OF THEM, EXCEPT AS MAY BE
REQUIRED IN CONNECTION WITH THE DISPOSITION OF ANY PORTION OF THE SECURITY
COLLATERAL (AS DEFINED IN THE SECURITY AGREEMENT) BY LAWS AFFECTING THE OFFERING
AND SALE OF SECURITIES GENERALLY AND THE TAKING OF THE ACTIONS DESCRIBED IN
SECTION 4(D) OF THE SECURITY AGREEMENT WITH RESPECT TO ASSIGNABLE GOVERNMENT
CONTRACT CLAIMS.
(J)
LEGAL DETAILS, ETC.
ALL DOCUMENTS
EXECUTED OR SUBMITTED PURSUANT HERETO OR CONTEMPLATED HEREBY SHALL BE REASONABLY
SATISFACTORY IN FORM AND SUBSTANCE TO THE ARRANGER, THE ADMINISTRATIVE AGENT AND
SHEARMAN & STERLING LLP, AS COUNSEL TO THE ARRANGER AND THE ADMINISTRATIVE
AGENT.
(K)
CONDITIONS TO CREDIT EXTENSIONS.
ALL
CONDITIONS PRECEDENT SET FORTH IN SECTION 4.02 OF THE CREDIT AGREEMENT SHALL
HAVE BEEN SATISFIED AND EACH OF THE REPRESENTATIONS AND WARRANTIES CONTAINED IN
SECTION 5 SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS.
SECTION 5.
Representations and Warranties.
The
Borrower represents and warrants as follows:
(A)
THE EXECUTION, DELIVERY AND PERFORMANCE BY
EACH LOAN PARTY OF THIS AMENDMENT AND ANY OTHER DOCUMENTS, INSTRUMENTS AND
AGREEMENTS IN CONNECTION HEREWITH, AND THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY, ARE WITHIN SUCH LOAN PARTY'S CORPORATE OR OTHER
ORGANIZATIONAL POWERS, HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE OR
OTHER ORGANIZATIONAL ACTION, AND DO NOT AND WILL NOT (I) CONTRAVENE THE TERMS OF
ANY OF SUCH PERSON'S ORGANIZATION DOCUMENTS; (II) CONFLICT WITH OR RESULT IN ANY
BREACH OR CONTRAVENTION OF, OR REQUIRE ANY PAYMENT (OTHER THAN THE PAYMENT
REQUIRED TO BE MADE PURSUANT TO THIS AMENDMENT AND THE FEE LETTER) TO BE MADE
UNDER (A) ANY CONTRACTUAL OBLIGATION TO WHICH SUCH PERSON IS A PARTY