(J)
PAYMENT OF ALL FEES INCLUDING ALL
COMMITMENT FEES, UPFRONT, AGENT, AND ARRANGER FEES REQUIRED TO BE PAID TO ANY
LENDER OR ANY OTHER PARTY PURSUANT TO ANY LOAN DOCUMENTS.
(K)
CONFIRMATION OF THE PAYMENT IN FULL OF ALL
INDEBTEDNESS UNDER THE PRIOR CREDIT DOCUMENTS.
(L)
THE ASSIGNMENT OF PRIOR CREDIT DOCUMENTS
IN FORM AND SUBSTANCE SATISFACTORY TO THE AGENT IN ITS SOLE DISCRETION, EXECUTED
BY THE PRIOR AGENT, AS AGENT, AND EACH OF THE LENDERS PARTY TO THE PRIOR CREDIT
AGREEMENT ON THE CLOSING DATE AND THE DELIVERY OF ALL COLLATERAL IN POSSESSION
OF THE PRIOR AGENT.
(M)
SUCH OTHER DOCUMENTS AND INSTRUMENTS AS THE
AGENT AND ITS COUNSEL MAY REASONABLY REQUIRE.
SECTION 4.2.
ADDITIONAL CONDITIONS PRECEDENT.
NO LENDER HAS ANY OBLIGATION TO MAKE ANY LOAN (INCLUDING ITS FIRST), AND LC
ISSUER HAS NO OBLIGATION TO ISSUE ANY LETTER OF CREDIT (INCLUDING ITS FIRST),
UNLESS THE FOLLOWING CONDITIONS PRECEDENT HAVE BEEN SATISFIED:
(A)
ALL REPRESENTATIONS AND WARRANTIES MADE BY
ANY RESTRICTED PERSON IN ANY LOAN DOCUMENT SHALL BE TRUE IN ALL MATERIAL
RESPECTS (WITHOUT DUPLICATION OF MATERIALITY QUALIFIERS CONTAINED THEREIN) ON
AND AS OF THE DATE OF SUCH LOAN OR THE DATE OF ISSUANCE OF SUCH LETTER OF CREDIT
AS IF SUCH REPRESENTATIONS AND WARRANTIES HAD BEEN MADE AS OF THE DATE OF SUCH
LOAN OR THE DATE OF ISSUANCE OF SUCH LETTER OF CREDIT, EXCEPT TO THE EXTENT THAT
SUCH REPRESENTATION OR WARRANTY WAS MADE AS OF A SPECIFIC DATE OR UPDATED,
MODIFIED OR SUPPLEMENTED AS OF A SUBSEQUENT DATE WITH THE CONSENT OF REQUIRED
LENDERS.
(B)
NO DEFAULT SHALL EXIST AT THE DATE OF SUCH
LOAN OR THE DATE OF ISSUANCE OF SUCH LETTER OF CREDIT.
(C)
THE MAKING OF SUCH LOAN OR THE ISSUANCE OF
SUCH LETTER OF CREDIT SHALL NOT BE PROHIBITED BY ANY LAW AND SHALL NOT SUBJECT
ANY LENDER OR ANY LC ISSUER TO ANY PENALTY OR OTHER ONEROUS CONDITION UNDER OR
PURSUANT TO ANY SUCH LAW.
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39
ARTICLE V
REPRESENTATIONS AND WARRANTIES
To confirm each Lender's understanding concerning Restricted Persons and
Restricted Persons' businesses, properties and obligations and to induce each
Lender to enter into this Agreement and to extend credit hereunder, Borrower
represents and warrants to each Lender that:
SECTION 5.1.
NO DEFAULT.
NO EVENT HAS OCCURRED AND IS CONTINUING
WHICH CONSTITUTES A DEFAULT OR AN EVENT OF DEFAULT.
SECTION 5.2.
ORGANIZATION AND GOOD STANDING.
EACH RESTRICTED PERSON
IS DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF ITS
JURISDICTION OF ORGANIZATION, HAVING ALL POWERS REQUIRED TO CARRY ON ITS
BUSINESS AND ENTER INTO AND CARRY OUT THE TRANSACTIONS CONTEMPLATED HEREBY.
EACH RESTRICTED PERSON IS DULY QUALIFIED, IN GOOD STANDING, AND AUTHORIZED TO DO
BUSINESS IN ALL OTHER JURISDICTIONS WITHIN THE UNITED STATES WHEREIN THE
CHARACTER OF THE PROPERTIES OWNED OR HELD BY IT OR THE NATURE OF THE BUSINESS
TRANSACTED BY IT MAKES SUCH QUALIFICATION NECESSARY, EXCEPT WHERE THE FAILURE TO
SO QUALIFY OR BE AUTHORIZED COULD