FOLLOWING
CONDITIONS PRECEDENT:
(I)
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
A FULLY EXECUTED AND DELIVERED BORROWING CERTIFICATE; PROVIDED THAT THE
BORROWING CERTIFICATE DELIVERED IN CONNECTION WITH THE BORROWING TO BE MADE ON
THE CLOSING DATE SHALL REQUEST THAT NO LESS THAN $10,000,000 OF TERM LOANS BE
MADE ON THE CLOSING DATE.
(II)
AFTER MAKING THE TERM LOANS REQUESTED ON
SUCH DATE, THE TERM LOANS OUTSTANDING SHALL NOT EXCEED THE TERM LOAN COMMITMENTS
THEN IN EFFECT;
(III)
AS OF SUCH DATE, THE REPRESENTATIONS AND
WARRANTIES CONTAINED HEREIN AND IN THE OTHER LOAN DOCUMENTS SHALL BE TRUE AND
CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF SUCH DATE TO THE SAME EXTENT AS
THOUGH MADE ON AND AS OF THAT DATE, EXCEPT TO THE EXTENT SUCH REPRESENTATIONS
AND WARRANTIES SPECIFICALLY RELATE TO AN EARLIER DATE, IN WHICH CASE SUCH
REPRESENTATIONS AND WARRANTIES SHALL HAVE BEEN TRUE AND CORRECT IN ALL MATERIAL
RESPECTS ON AND AS OF SUCH EARLIER DATE; AND
(IV)
AT THE TIME OF AND AFTER GIVING EFFECT TO THE
BORROWING, THE BORROWER IS IN PRO FORMA COMPLIANCE WITH THE FINANCIAL COVENANTS
SET FORTH IN SECTION 6.14; AND
(V)
AS OF SUCH DATE, NO EVENT SHALL HAVE
OCCURRED AND BE CONTINUING OR WOULD RESULT FROM THE BORROWING OF THE TERM LOAN
THAT CONSTITUTES AN EVENT OF DEFAULT OR A DEFAULT.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
SECTION 4.1.
REPRESENTATIONS AND WARRANTIES.
IN
ORDER TO INDUCE ADMINISTRATIVE AGENT AND THE LENDERS TO ENTER INTO THIS
AGREEMENT AND TO MAKE THE BORROWING ON THE CLOSING DATE AND ON THE DATE OF EACH
OTHER BORROWING, EACH CREDIT PARTY HEREBY REPRESENTS AND WARRANTS
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(TO THE EXTENT SUCH REPRESENTATION OR WARRANTY IS APPLICABLE TO SUCH CREDIT
PARTY) TO ADMINISTRATIVE AGENT AND EACH LENDER AS FOLLOWS ON THE CLOSING DATE:
(A)
CORPORATE STATUS; CORPORATE AUTHORIZATION.
EACH CREDIT PARTY IS DULY ORGANIZED, VALIDLY EXISTING, AND IN GOOD STANDING
UNDER THE LAWS OF ITS JURISDICTION OF ORGANIZATION AND IS DULY QUALIFIED AND IN
GOOD STANDING IN EVERY OTHER JURISDICTION WHERE IT IS DOING BUSINESS EXCEPT
WHERE THE FAILURE TO SO QUALIFY DOES NOT HAVE A MATERIAL ADVERSE EFFECT ON IT,
AND THE EXECUTION, DELIVERY AND PERFORMANCE BY EACH CREDIT PARTY OF THE LOAN
DOCUMENTS (I) ARE WITHIN ITS RESPECTIVE AUTHORITY, (II) HAVE BEEN DULY
AUTHORIZED AND (III) DO NOT CONFLICT WITH OR CONTRAVENE ITS RESPECTIVE CORPORATE
GOVERNANCE DOCUMENTS.
THE EXECUTION, DELIVERY, PERFORMANCE OF THEIR RESPECTIVE
OBLIGATIONS AND EXERCISE OF THEIR RESPECTIVE RIGHTS UNDER THE LOAN DOCUMENTS BY
EACH CREDIT PARTY PARTY THERETO, INCLUDING, WITHOUT LIMITATION, THE MAKING OF
THE TERM LOANS UNDER THIS AGREEMENT, (I) DO NOT REQUIRE ANY CONSENTS THAT HAVE
NOT BEEN OBTAINED (OTHER THAN ANY CONSENTS FOR WHICH THE FAILURE TO OBTAIN WOULD
NOT HAVE A MATERIAL ADVERSE EFFECT) AND (II) ARE NOT AND WILL NOT BE IN CONFLICT
WITH OR PROHIBITED OR PREVENTED BY (A) ANY REGULATION OR (B) ANY CORPORATE
GOVERNANCE DOCUMENT, CORPORATE MINUTE OR RESOLUTION OR (C) ANY INSTRUMENT,
AGREEMENT OR PROVISION THEREOF, IN EACH CASE BINDING ON ANY OF THEM OR