ALL OTHER FEES AND EXPENSES INCURRED BY AGENT IN CONNECTION WITH
THE TRANSACTIONS DESCRIBED IN THIS AGREEMENT ON OR PRIOR TO THE CLOSING DATE;
(J)
CONSENTS.
AGENT SHALL HAVE RECEIVED ANY AND ALL CONSENTS
NECESSARY TO PERMIT THE EFFECTUATION OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT AND THE OTHER DOCUMENTS; AND, AGENT SHALL HAVE RECEIVED SUCH CONSENTS
AND WAIVERS OF SUCH THIRD PARTIES AS MIGHT ASSERT CLAIMS WITH RESPECT TO THE
COLLATERAL, AS AGENT AND ITS COUNSEL MAY REASONABLY REQUEST;
(K)
NO MATERIAL ADVERSE CHANGE.
(I) SINCE JUNE 30, 2009, THERE SHALL
NOT HAVE OCCURRED ANY EVENT, CONDITION OR STATE OF FACTS, WITH RESPECT TO
BORROWER OR ANY LOAN PARTY, WHICH COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT; AND (II) NO
65
REPRESENTATIONS MADE OR INFORMATION SUPPLIED TO AGENT AND LENDERS OR TERM LENDER
SHALL HAVE BEEN PROVEN TO BE INACCURATE OR MISLEADING IN ANY MATERIAL RESPECT;
(L)
CLOSING CERTIFICATE.
AGENT SHALL HAVE RECEIVED A CLOSING
CERTIFICATE SIGNED BY THE CHIEF FINANCIAL OFFICER OF LOAN PARTIES DATED AS OF
THE CLOSING DATE, STATING THAT (I) ALL REPRESENTATIONS AND WARRANTIES SET FORTH
IN THIS AGREEMENT AND THE OTHER DOCUMENTS ARE TRUE AND CORRECT ON AND AS OF SUCH
DATE, AND (II) EACH LOAN PARTY IS ON SUCH DATE IN COMPLIANCE WITH ALL THE TERMS
AND PROVISIONS SET FORTH IN THIS AGREEMENT AND THE OTHER DOCUMENTS AND (III) ON
SUCH DATE NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED OR IS CONTINUING;
(m)
Intentionally Omitted.
(N)
OTHER.
ALL CORPORATE AND OTHER PROCEEDINGS, AND ALL DOCUMENTS,
INSTRUMENTS AND OTHER LEGAL MATTERS IN CONNECTION WITH THE TRANSACTIONS
DESCRIBED IN THIS AGREEMENT SHALL BE REASONABLY SATISFACTORY IN FORM AND
SUBSTANCE TO AGENT, LENDERS, TERM LENDER AND THEIR RESPECTIVE COUNSEL.
Each Lender and Term Lender, by delivering its signature page to this Agreement
and funding a Loan on the Closing Date, shall be deemed to have acknowledged
receipt of, and consented to and approved this Agreement and each Other Document
and each other document required to be approved by any Agent, the Required
Lenders, Term Lender or Lenders, as applicable on the Closing Date.
8.2.
Conditions to Each Advance and Each of the Term Loans.
The agreement of Lenders to make any Advance requested to be made on any date,
and the agreement of Term Lender to make any Term Loans, is subject to the
satisfaction of the following conditions precedent as of the date such Advance
or Term Loans is made:
(A)
REPRESENTATIONS AND WARRANTIES.
EACH OF THE REPRESENTATIONS AND
WARRANTIES MADE BY ANY LOAN PARTY IN OR PURSUANT TO THIS AGREEMENT AND ANY
RELATED AGREEMENTS TO WHICH IT IS A PARTY, AND EACH OF THE REPRESENTATIONS AND
WARRANTIES CONTAINED IN ANY CERTIFICATE, DOCUMENT OR FINANCIAL OR OTHER
STATEMENT FURNISHED AT ANY TIME UNDER OR IN CONNECTION WITH THIS AGREEMENT OR
ANY RELATED AGREEMENT SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND
AS OF SUCH DATE AS IF MADE ON AND AS OF SUCH DATE (UNLESS SUCH REPRESENTATION