CAPITAL STRUCTURE AND OWNERSHIP OF THE BORROWER AND IT SUBSIDIARIES AS OF THE
CLOSING DATE SHALL BE AS SET FORTH ON SCHEDULE 3.1O.
P.
REPRESENTATIONS AND WARRANTIES;
PERFORMANCE OF AGREEMENTS.
THE BORROWER SHALL HAVE DELIVERED TO THE AGENT AN
OFFICER'S CERTIFICATE, IN FORM AND SUBSTANCE SATISFACTORY TO THE AGENT, TO THE
EFFECT THAT THE REPRESENTATIONS AND WARRANTIES IN SECTION 4 ARE TRUE AND CORRECT
IN ALL MATERIAL RESPECTS ON AND AS OF THE CLOSING DATE, BOTH BEFORE AND AFTER
GIVING EFFECT TO THE INITIAL BORROWING, TO THE SAME EXTENT AS THOUGH MADE ON AND
AS OF THAT DATE, AND THAT THE BORROWER HAS PERFORMED IN ALL MATERIAL RESPECTS
ALL AGREEMENTS AND SATISFIED ALL CONDITIONS WHICH THIS AGREEMENT PROVIDES SHALL
BE PERFORMED OR SATISFIED BY IT ON OR BEFORE THE CLOSING DATE, EXCEPT AS SET
FORTH IN THE POST-CLOSING ENDEAVOR LETTER.
Q.
NO LITIGATION.
THERE SHALL BE NO
LITIGATION OR GOVERNMENTAL, ADMINISTRATIVE OR JUDICIAL ACTIONS OR PROCEEDINGS,
ACTUAL OR THREATENED, THAT, INDIVIDUALLY OR IN THE AGGREGATE, COULD REASONABLY
BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT OR THAT COULD REASONABLY BE
EXPECTED TO RESTRAIN, PREVENT OR IMPOSE BURDENSOME CONDITIONS TO THE INITIAL
BORROWING.
R.
COMPLETION OF PROCEEDINGS.
ALL
PARTNERSHIP, CORPORATE, LIMITED LIABILITY COMPANY AND OTHER PROCEEDINGS TAKEN OR
TO BE TAKEN IN CONNECTION WITH MAKING THE INITIAL BORROWING AND ALL DOCUMENTS
INCIDENTAL THERETO SHALL BE SATISFACTORY IN FORM AND SUBSTANCE TO THE AGENT AND
SUCH COUNSEL, AND THE AGENT AND SUCH COUNSEL SHALL HAVE RECEIVED ALL SUCH
COUNTERPART ORIGINALS OR CERTIFIED COPIES OF SUCH DOCUMENTS AS THE AGENT MAY
REASONABLY REQUEST.
EACH LENDER, BY DELIVERING ITS SIGNATURE PAGE TO THIS
AGREEMENT, SHALL BE DEEMED TO HAVE ACKNOWLEDGED RECEIPT OF, AND CONSENTED TO AND
APPROVED, EACH LOAN DOCUMENT AND EACH OTHER DOCUMENT REQUIRED TO BE APPROVED BY
THE AGENT, REQUISITE LENDERS OR LENDERS, AS APPLICABLE, ON OR PRIOR TO THE
CLOSING DATE.
S.
MONEY LAUNDERING.
THE AGENT SHALL HAVE
RECEIVED, SUFFICIENTLY IN ADVANCE OF THE CLOSING DATE, ALL DOCUMENTATION AND
OTHER INFORMATION REQUESTED BY AGENT FROM THE LOAN PARTIES UNDER APPLICABLE
"KNOW YOUR CUSTOMER" AND ANTI-MONEY LAUNDERING RULES AND REGULATIONS, INCLUDING
THE U.S.A. PATRIOT ACT.
T.
REQUEST FOR ADVANCE.
THE AGENT SHALL
HAVE RECEIVED AT LEAST TEN (10) DAYS BEFORE THE CLOSING DATE, AN ORIGINALLY
EXECUTED REQUEST FOR ADVANCE, SIGNED BY A RESPONSIBLE OFFICER OF THE BORROWER OR
BY ANY EXECUTIVE OFFICER OF THE BORROWER DESIGNATED BY A RESPONSIBLE OFFICER OF
THE BORROWER IN A WRITING DELIVERED TO THE AGENT.
45
U.
SEARCHES.
IF REQUESTED BY AGENT, THE
AGENT SHALL HAVE RECEIVED JUDGMENT AND LIEN SEARCHES SATISFACTORY TO IT WITH
RESPECT TO THE BORROWER AND ITS SUBSIDIARIES, THE SUBSIDIARY GUARANTORS, THE
SPONSOR GUARANTOR AND THE SHAREHOLDER PLEDGORS IN ALL JURISDICTIONS AS AGENT MAY
REQUIRE.
V.
HOA ESTOPPEL.
THE AGENT SHALL HAVE
RECEIVED THE HOA ESTOPPEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
AGENT.
W.
AS OF THE CLOSING DATE:
(I)
THE REPRESENTATIONS AND WARRANTIES
CONTAINED HEREIN AND IN THE OTHER LOAN DOCUMENTS SHALL BE TRUE AND CORRECT IN
ALL MATERIAL RESPECTS