ATTESTING AS TO THE SOLVENCY OF THE BORROWER.
(V)
FAVORABLE OPINIONS OF COUNSEL RELATING TO THE BORROWER
SUBSTANTIALLY IN THE FORM OF EXHIBITS E-1, E-2 AND E-3 HERETO.
(VI)
A FAVORABLE OPINION OF SHEARMAN & STERLING LLP, COUNSEL FOR THE
ADMINISTRATIVE AGENT, SUBSTANTIALLY IN THE FORM OF EXHIBIT F HERETO.
(VII)
A LETTER DULY EXECUTED BY THE PROCESS AGENT ACCEPTING ITS
APPOINTMENT AS AGENT FOR THE SERVICE OF PROCESS, IN FORM AND SUBSTANCE
SATISFACTORY TO THE LENDERS.
(D)
THE BORROWER SHALL HAVE PAID ALL
ACCRUED FEES AND REASONABLE EXPENSES OF THE ADMINISTRATIVE AGENT AND THE LENDERS
WITH RESPECT TO THIS AGREEMENT FOR WHICH THE
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ADMINISTRATIVE AGENT SHALL HAVE MADE REASONABLE DEMAND IN ACCORDANCE WITH
SECTION 8.4(A) ON OR PRIOR TO THE EFFECTIVE DATE, UNLESS PAYMENT OF SUCH AMOUNTS
HAS OTHERWISE BEEN ARRANGED TO THE SATISFACTION OF THE ADMINISTRATIVE AGENT.
(E)
THIS AGREEMENT SHALL HAVE BEEN
EXECUTED BY THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH INITIAL LENDER.
The Administrative Agent shall notify the Borrower, the Guarantor and the
Initial Lenders of the date which is the Effective Date upon satisfaction of all
of the conditions precedent set forth in this Section 3.1.
3.2.
Conditions Precedent to Each Borrowing.
The
obligation of each Lender to make an Advance on the occasion of each Borrowing
is subject to the conditions precedent that
(A)
THE EFFECTIVE DATE SHALL HAVE
OCCURRED;
(B)
ON THE DATE OF SUCH BORROWING THE
FOLLOWING STATEMENTS SHALL BE TRUE, AND THE ACCEPTANCE BY THE BORROWER OF THE
PROCEEDS OF SUCH BORROWING SHALL BE A REPRESENTATION BY THE BORROWER, AS THE
CASE MAY BE, THAT:
(I)
THE REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 4.1 AND
IN THE OTHER LOAN DOCUMENTS ARE CORRECT ON AND AS OF THE DATE OF SUCH BORROWING,
BEFORE AND AFTER GIVING EFFECT TO SUCH BORROWING AND TO THE APPLICATION OF THE
PROCEEDS THEREFROM, AS THOUGH MADE ON AND AS OF SUCH DATE; AND
(II)
AFTER GIVING EFFECT TO THE APPLICATION OF THE PROCEEDS OF ALL
BORROWINGS ON SUCH DATE (TOGETHER WITH ANY OTHER RESOURCES OF THE BORROWER
APPLIED TOGETHER THEREWITH) NO EVENT HAS OCCURRED AND IS CONTINUING, OR WOULD
RESULT FROM SUCH BORROWING, THAT CONSTITUTES A DEFAULT OR EVENT OF DEFAULT; AND
(C)
WITH RESPECT TO THE INITIAL BORROWING
ONLY, THE BORROWER SHALL HAVE DELIVERED TO THE ADMINISTRATIVE AGENT A COPY OF
THE OPERATING FINANCIAL NUMBER (NUMERO DE OPERACIÓN FINANCIERA) FROM THE BANK OF
SPAIN.
3.3.
Conditions Precedent to the Extension.
The
Extension shall occur on and as of the first date (the "Extension Date") prior
to the Termination Date on which the following conditions precedent have been
satisfied:
(A)
THE BORROWER AND THE GUARANTOR SHALL
HAVE NOTIFIED EACH LENDER AND THE ADMINISTRATIVE AGENT IN WRITING AS TO THE
PROPOSED EXTENSION DATE.
(B)
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED ON OR BEFORE SUCH DATE THE FOLLOWING, EACH DATED ON OR PRIOR TO SUCH
DAY (EXCEPT AS OTHERWISE NOTED BELOW), IN FORM AND SUBSTANCE SATISFACTORY TO THE
ADMINISTRATIVE AGENT AND EACH INITIAL LENDER:
(I)
A GUARANTY