TO THE SCHEDULED MATURITY
DATE THEREFOR THAT, IN ANY CASE UNDER CLAUSE (II) COULD, EITHER INDIVIDUALLY OR
IN THE AGGREGATE, REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(T)
OFAC.
NONE OF THE BORROWER, ANY SUBSIDIARY OF THE BORROWER OR
ANY AFFILIATE OF THE BORROWER OR ANY SUBSIDIARY GUARANTOR: (I) IS A SANCTIONED
PERSON, (II) HAS MORE THAN 10% OF ITS ASSETS IN SANCTIONED ENTITIES, OR (III)
DERIVES MORE THAN 10% OF ITS OPERATING INCOME FROM INVESTMENTS IN, OR
TRANSACTIONS WITH SANCTIONED PERSONS OR SANCTIONED ENTITIES.
THE PROCEEDS OF
ANY LOAN WILL NOT BE USED AND HAVE NOT BEEN USED TO FUND ANY OPERATIONS IN,
FINANCE ANY INVESTMENTS OR ACTIVITIES IN, OR MAKE ANY PAYMENTS TO, A SANCTIONED
PERSON OR A SANCTIONED ENTITY.
(U)
DISCLOSURE.
THE BORROWER AND/OR ITS SUBSIDIARIES HAVE DISCLOSED
TO THE ADMINISTRATIVE AGENT AND THE LENDERS ALL AGREEMENTS, INSTRUMENTS AND
CORPORATE OR OTHER RESTRICTIONS TO WHICH THE BORROWER OR ANY OF ITS SUBSIDIARIES
ARE SUBJECT, AND ALL OTHER MATTERS KNOWN TO IT, THAT, INDIVIDUALLY OR IN THE
AGGREGATE, COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
NO FINANCIAL STATEMENT, MATERIAL REPORT, MATERIAL CERTIFICATE OR OTHER MATERIAL
INFORMATION FURNISHED (WHETHER IN WRITING OR ORALLY), TAKEN TOGETHER AS A WHOLE,
BY OR ON BEHALF OF ANY OF THE BORROWER OR ANY OF ITS SUBSIDIARIES TO THE
ADMINISTRATIVE AGENT OR ANY LENDER IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED HEREBY AND THE NEGOTIATION OF THIS AGREEMENT OR DELIVERED HEREUNDER
(AS MODIFIED OR SUPPLEMENTED BY OTHER INFORMATION SO FURNISHED) CONTAINS ANY
MATERIAL MISSTATEMENT OF FACT OR OMITS TO STATE ANY MATERIAL FACT NECESSARY TO
MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY
WERE MADE, NOT MISLEADING; PROVIDED THAT, WITH RESPECT TO PROJECTED FINANCIAL
INFORMATION, PRO FORMA FINANCIAL INFORMATION, ESTIMATED FINANCIAL INFORMATION
AND OTHER PROJECTED OR ESTIMATED INFORMATION, SUCH INFORMATION WAS PREPARED IN
GOOD FAITH BASED UPON ASSUMPTIONS BELIEVED TO BE REASONABLE AT THE TIME.
SECTION 6.2
Survival of Representations and Warranties, Etc.
All
representations and warranties set forth in this Article VI and all
representations and warranties contained in any certificate, or any of the Loan
Documents (including, but not limited to, any such representation or warranty
made in or in connection with any amendment thereto) shall constitute
representations and warranties made under this Agreement.
All representations
and warranties made under this Agreement shall be made or deemed to be made at
and as of the Closing Date (except those that are expressly made as of a
specific date), shall survive the Closing Date and shall not be waived by the
execution and delivery of this Agreement, any investigation made by or on behalf
of the Lenders or any borrowing hereunder.
55
ARTICLE VII
FINANCIAL INFORMATION AND NOTICES
Until all the Obligations have been paid and satisfied in full and the
Commitments terminated, unless consent has been obtained in the manner set forth
in Section 13.2, the Borrower will furnish or cause to be furnished to the
Administrative Agent at the Administrative