REQUIRED TO BE PAID BY THE BORROWERS UNDER SECTION 12, INCLUDING
ALL LEGAL EXPENSES INCURRED THROUGH THE DATE HEREOF.
8.2
Conditions to Each Extension of Credit.
The obligations of the
Lenders to make any extension of credit pursuant to Section 2 shall be subject
to the satisfaction, on or before the Closing Date for such extension of credit,
of the following conditions:
8.2.1
OFFICER'S CERTIFICATE.
THE REPRESENTATIONS AND WARRANTIES
CONTAINED IN SECTION 10 SHALL BE TRUE AND CORRECT ON AND AS OF SUCH CLOSING DATE
WITH THE SAME FORCE AND EFFECT AS THOUGH MADE ON AND AS OF SUCH DATE (EXCEPT AS
TO ANY REPRESENTATION OR WARRANTY WHICH REFERS TO A SPECIFIC EARLIER DATE); NO
DEFAULT SHALL EXIST ON SUCH CLOSING DATE PRIOR TO OR IMMEDIATELY AFTER GIVING
EFFECT TO THE REQUESTED EXTENSION OF CREDIT; NO EVENT OR CIRCUMSTANCE WHICH
COULD BE REASONABLY EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT SHALL HAVE
OCCURRED SINCE DECEMBER 31, 2005; AND THE PARENT SHALL HAVE FURNISHED TO THE
AGENT, ON THE CLOSING DATE, A CERTIFICATE TO THESE EFFECTS, IN SUBSTANTIALLY THE
FORM OF EXHIBIT 8.2.1 IF A REVOLVING CREDIT LOAN, A SWING LINE LOAN OR A LETTER
OF CREDIT IS REQUESTED, IN EACH CASE SIGNED BY A FINANCIAL OFFICER.
46
8.2.2
LEGALITY, ETC.
THE MAKING OF THE REQUESTED EXTENSION OF CREDIT
SHALL NOT (A) SUBJECT ANY LENDER TO ANY PENALTY OR SPECIAL TAX (OTHER THAN A TAX
FOR WHICH THE BORROWERS ARE REQUIRED TO REIMBURSE THE LENDERS UNDER
SECTION 3.5.2), OR (B) BE PROHIBITED BY ANY LEGAL REQUIREMENT.
9.
Covenants.
The Borrowers covenant that, until all of the Credit
Obligations have been paid in full and until the Lenders' commitments to extend
credit under this Agreement and any other Credit Document have been irrevocably
terminated, the Borrowers will comply with the following provisions:
9.1
CONDUCT OF BUSINESS, ETC.
9.1.1
TYPES OF BUSINESS.
EACH BORROWER AND ITS SUBSIDIARIES WILL ENGAGE
ONLY IN THE TYPES OF BUSINESS ACTIVITIES IN WHICH THE BORROWERS AND THEIR
SUBSIDIARIES ENGAGE AS OF THE DATE OF THIS AGREEMENT.
9.1.2
STATUTORY COMPLIANCE.
EACH BORROWER WILL, AND WILL CAUSE ITS
SUBSIDIARIES TO, COMPLY IN ALL MATERIAL RESPECTS WITH ALL VALID AND APPLICABLE
STATUTES, LAWS, ORDINANCES, ZONING AND BUILDING CODES AND OTHER RULES AND
REGULATIONS OF THE UNITED STATES, OF THE STATES AND TERRITORIES THEREOF AND
THEIR COUNTIES, MUNICIPALITIES AND OTHER SUBDIVISIONS AND OF ANY FOREIGN COUNTRY
OR OTHER JURISDICTIONS APPLICABLE TO SUCH PERSON, UNLESS FAILURE TO COMPLY WOULD
NOT HAVE A MATERIAL ADVERSE EFFECT.
EACH BORROWER WILL (A) ENSURE, AND CAUSE
EACH OF ITS SUBSIDIARIES TO ENSURE, THAT NO STOCKHOLDER (OTHER THAN ANY
STOCKHOLDER OF THE PARENT THAT IS, DIRECTLY OR INDIRECTLY, THE "BENEFICIAL
OWNER" (AS DEFINED IN RULES 13D-3 AND 13D-5 UNDER THE EXCHANGE ACT, EXCEPT THAT
A PERSON SHALL BE DEEMED TO HAVE "BENEFICIAL OWNERSHIP" OF ALL SHARES THAT ANY
SUCH PERSON HAS THE RIGHT TO ACQUIRE, WHETHER SUCH RIGHT IS EXERCISABLE
IMMEDIATELY OR ONLY AFTER THE PASSAGE OF TIME), OF LESS THAN 5% OF THE VOTING
POWER OF