III HEREOF AND THE OTHER LOAN DOCUMENTS ARE
TRUE AND CORRECT ON AND AS OF THE DATE HEREOF, EXCEPT TO THE EXTENT THAT SUCH
REPRESENTATIONS AND WARRANTIES SPECIFICALLY REFER TO AN EARLIER DATE, IN WHICH
CASE THEY ARE TRUE AND CORRECT AS OF SUCH EARLIER DATE AND (B) NO DEFAULT OR
EVENT OF DEFAULT EXISTS.
(E)
PAYMENT OF FEES.
THE BORROWER SHALL HAVE PAID THE FEES
REQUIRED TO BE PAID ON THE CLOSING DATE IN THE RESPECTIVE AMOUNTS SPECIFIED IN
SECTION 1.9(A) (INCLUDING THE FEES SPECIFIED IN THE FEE LETTER), AND SHALL HAVE
REIMBURSED AGENT FOR ALL FEES, COSTS AND EXPENSES OF CLOSING PRESENTED AS OF THE
CLOSING DATE.
(F)
NO MATERIAL ADVERSE CHANGE.
SINCE MARCH 31, 2017, THERE HAS BEEN
NO MATERIAL ADVERSE EFFECT.
(G)
DUE DILIGENCE.
THE AGENT SHALL HAVE COMPLETED A DUE DILIGENCE
INVESTIGATION OF THE BORROWER AND ITS SUBSIDIARIES IN SCOPE, AND WITH RESULTS,
SATISFACTORY TO THE AGENT, INCLUDING, WITHOUT LIMITATION, U.S. DEPARTMENT OF
TREASURY OFFICE OF FOREIGN ASSETS CONTROL, UNITED STATES FOREIGN CORRUPT
PRACTICES ACT OF 1977 ("FCPA") AND "KNOW YOUR CUSTOMER" DUE DILIGENCE.
THE
BORROWER SHALL HAVE PROVIDED TO THE AGENT THE DOCUMENTATION AND OTHER
INFORMATION REQUESTED BY THE AGENT IN ORDER TO COMPLY WITH APPLICABLE LAW,
INCLUDING, WITHOUT LIMITATION, THE PATRIOT ACT.
(H)
MISCELLANEOUS.
THE AGENT SHALL HAVE RECEIVED SUCH OTHER
DOCUMENTS AND ADDITIONAL INFORMATION THAT THE AGENT SHALL REASONABLY REQUEST OR
REQUIRE.
‐10‐
SECTION 2.2 CONDITIONS TO ALL BORROWINGS.
The obligation of each Lender to make each Loan hereunder is subject to
satisfaction of the following conditions precedent:
(I)
ALL REPRESENTATIONS AND WARRANTIES BY THE BORROWER
CONTAINED HEREIN OR IN ANY OTHER LOAN DOCUMENT ARE TRUE AND CORRECT IN ALL
RESPECTS AS OF SUCH DATE AFTER GIVING PRO FORMA EFFECT TO SUCH LOAN, EXCEPT TO
THE EXTENT THAT SUCH REPRESENTATION OR WARRANTY EXPRESSLY RELATES TO AN EARLIER
DATE (IN WHICH EVENT SUCH REPRESENTATIONS AND WARRANTIES WERE TRUE AND CORRECT
IN ALL RESPECTS AS OF SUCH EARLIER DATE); AND
(J)
NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING OR WOULD REASONABLY BE EXPECTED TO RESULT AFTER GIVING EFFECT TO SUCH
LOAN.
The request by the Borrower of any Borrowing and the acceptance by the Borrower
of the proceeds of any Loan shall be deemed to constitute, as of the date
thereof, a representation and warranty by the Borrower that the conditions in
this Section 2.2 have been satisfied.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants to Agent and each Lender that the following
are, and will be, true, correct and complete:
SECTION 3.1 FINANCIAL CONDITION.
(a) The audited consolidated balance sheet of the Borrower and its consolidated
Subsidiaries for the fiscal year ended March 31, 2017 and the related audited
consolidated statements of operations, stockholders' equity and cash flows for
the fiscal year ended on such date, reported on without a "going concern" or
like qualification or exception, or qualification arising out of the scope of
the audit, by BDO USA LLP, copies of which have heretofore