OR (III) ARE NOT TRUE
AND CORRECT AS A RESULT OF DISCLOSURES MADE IN WRITING TO, AND APPROVED BY, THE
AGENT AND LENDERS IN CONNECTION WITH PERMITTED ACQUISITIONS);
(C)
NO EXISTING DEFAULT.
NO DEFAULT OR EVENT
OF DEFAULT SHALL EXIST OR SHALL RESULT FROM SUCH BORROWING OR CONTINUATION OR
CONVERSION; AND
(D)
PERMITTED ACQUISITIONS.
TO THE EXTENT THE
PROCEEDS OF ANY LOAN ARE USED TO FINANCE A PERMITTED ACQUISITION, BORROWER SHALL
HAVE COMPLIED WITH THE CONDITIONS INCLUDED IN SECTION 2.3 AND THE DEFINITION OF
"PERMITTED ACQUISITION" CONTAINED IN SECTION 11.1 HEREOF ON OR PRIOR TO THE
DISBURSEMENT OF SUCH LOAN.
Each Notice of Borrowing and Notice of Continuation/Conversion submitted by the
Borrower hereunder shall constitute a representation and warranty by the
Borrower hereunder, as of the date of each such notice or application and as of
the date of each Borrowing or continuation or conversion, as applicable, that
the conditions in Section 2.2 are satisfied.
2.3
CONDITIONS TO CERTAIN LOANS AND
ACQUISITIONS.
THE CONSUMMATION OF ANY PERMITTED ACQUISITION BY ANY SUBSIDIARIES
OF THE BORROWER AND, IN THE EVENT THE PROCEEDS OF THE REVOLVING LOAN ARE TO BE
USED TO FINANCE ALL OR A PORTION OF THE PURCHASE PRICE OF A PERMITTED
ACQUISITION, THE OBLIGATIONS OF EACH LENDER TO MAKE SUCH LOAN, IN EACH CASE
SHALL BE SUBJECT TO THE SATISFACTION OF THE FOLLOWING CONDITIONS PRECEDENT ON
THE RELEVANT BORROWING DATE:
18
(A)
EVIDENCE OF PERFECTED FIRST PRIORITY
SECURITY INTEREST.
WITH RESPECT TO THE TARGET ACQUIRED, AND PRIOR TO OR
SIMULTANEOUSLY WITH THE CONSUMMATION OF SUCH ACQUISITION AND THE FUNDING OF SUCH
LOAN, THE AGENT SHALL HAVE BEEN GRANTED, FOR THE BENEFIT OF AGENT AND THE
LENDERS, A FIRST PRIORITY LIEN ON AND SECURITY INTEREST IN SUCH TARGET THEREOF,
SUBJECT ONLY TO PERMITTED LIENS, AND SHALL HAVE RECEIVED, WITHOUT LIMITATION,
(I) THE ITEMS DESCRIBED IN SUBSECTION 2.1(D)(II) AND SECTION 4.12, AND (II) DULY
EXECUTED UNIFORM COMMERCIAL CODE FINANCING STATEMENTS OR AMENDMENTS TO EXISTING
FINANCING STATEMENTS WITH RESPECT TO SUCH TARGET, IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE AGENT AND WHICH, UPON FILING, SHALL PERFECT THE
SECURITY INTEREST OF THE AGENT, FOR THE BENEFIT OF AGENT AND THE LENDERS, IN
SUCH PROPERTY TO THE EXTENT SUCH SECURITY INTEREST CAN BE PERFECTED BY FILING
SUCH FINANCING STATEMENTS.
IN THE EVENT REAL PROPERTY IS BEING ACQUIRED IN
CONNECTION WITH SUCH ACQUISITION, PRIOR TO OR SIMULTANEOUSLY WITH THE FUNDING OF
SUCH LOAN, THE AGENT SHALL HAVE RECEIVED (X) TO THE EXTENT NOT ENCUMBERED WITH A
LIEN PERMITTED UNDER SUBSECTION 5.1(H), A FULLY EXECUTED MORTGAGE, IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO THE AGENT TOGETHER WITH AN A.L.T.A.
LENDER'S TITLE INSURANCE POLICY ISSUED BY A TITLE INSURER REASONABLY
SATISFACTORY TO THE AGENT, IN FORM AND SUBSTANCE AND IN AN AMOUNT REASONABLY
SATISFACTORY TO THE AGENT INSURING THAT THE MORTGAGE IS A VALID AND ENFORCEABLE
FIRST PRIORITY LIEN ON THE RESPECTIVE PROPERTY, FREE AND CLEAR OF ALL DEFECTS,
ENCUMBRANCES AND LIENS OTHER THAN PERMITTED LIENS, (Y) TO THE EXTENT NOT
ENCUMBERED WITH A LIEN PERMITTED