CERTIFIED OR OTHER COPIES OF ALL SUCH INSTRUMENTS
AND DOCUMENTS AS THE AGENT OR ANY BANK SHALL HAVE REASONABLY REQUESTED.
4.1.6
THE AGENT AND EACH BANK SHALL BE SATISFIED THAT THE FINANCIAL
STATEMENTS REFERRED TO IN SECTION 3.7 HEREOF FAIRLY PRESENT THE BUSINESS AND
FINANCIAL CONDITION OF THE BORROWERS AND THEIR RESPECTIVE SUBSIDIARIES AS AT THE
CLOSE OF BUSINESS ON THE DATE THEREOF AND THE RESULTS OF OPERATIONS FOR THE
PERIODS THEN ENDED, AND THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN THE
ASSETS, BUSINESS OR FINANCIAL CONDITION OF THE BORROWERS OR THEIR RESPECTIVE
SUBSIDIARIES SINCE THE MOST RECENT FINANCIAL STATEMENTS REFERRED TO THEREIN
(EXCEPT AS DESCRIBED ON EXHIBIT B ATTACHED HERETO).
44
4.1.7
THE BORROWERS SHALL HAVE REIMBURSED THE AGENT FOR ALL OF THE FEES
AND DISBURSEMENTS OF GOULSTON & STORRS, COUNSEL TO THE AGENT, WHICH SHALL HAVE
BEEN INCURRED BY THE AGENT IN CONNECTION WITH THE PREPARATION, NEGOTIATION,
EXECUTION AND DELIVERY OF THE LOAN DOCUMENTS.
4.2
CONDITIONS TO ALL REVOLVING LOANS, SWING LINE LOANS AND LETTERS OF
CREDIT.
THE OBLIGATIONS OF THE BANKS TO MAKE ANY REVOLVING LOAN, THE OBLIGATION
OF THE AGENT TO MAKE ANY SWING LINE LOAN AND THE OBLIGATION OF THE ISSUING BANK
TO ISSUE, EXTEND THE EXPIRATION DATE OF (INCLUDING NOT GIVING NOTICE OF
NON-RENEWAL) OF OR INCREASE IN THE AMOUNT OF A LETTER OF CREDIT, SHALL BE
SUBJECT TO THE SATISFACTION, PRIOR THERETO OR CONCURRENTLY THEREWITH, OF EACH OF
THE FOLLOWING CONDITIONS PRECEDENT:
4.2.1
THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT OR
OTHERWISE MADE IN WRITING BY OR ON BEHALF OF THE BORROWERS OR ANY OF THEIR
RESPECTIVE SUBSIDIARIES PURSUANT HERETO OR IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED HEREBY SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AT THE
TIME OF EACH LOAN OR THE ISSUANCE OF SUCH LETTER OF CREDIT (EXCEPT FOR
REPRESENTATIONS AND WARRANTIES LIMITED AS TO TIME OR WITH RESPECT TO A SPECIFIC
EVENT, WHICH REPRESENTATIONS AND WARRANTIES SHALL CONTINUE TO BE LIMITED TO SUCH
TIME OR EVENT) WITH AND WITHOUT GIVING EFFECT TO THE REVOLVING LOANS OR SWING
LINE LOANS TO BE MADE OR THE LETTERS OF CREDIT TO BE ISSUED AT SUCH TIME AND THE
APPLICATION OF THE PROCEEDS THEREOF.
THE AGENT, THE BANKS AND THE ISSUING BANK
MAY, WITHOUT WAIVING THIS CONDITION, CONSIDER IT FULFILLED, AND A REPRESENTATION
BY THE BORROWERS TO SUCH EFFECT MADE, IF NO WRITTEN NOTICE TO THE CONTRARY,
DATED THE DATE OF SUCH REVOLVING LOAN, SWING LINE LOAN OR LETTER OF CREDIT, IS
RECEIVED FROM THE BORROWERS.
IN THE EVENT THAT THE BORROWERS SUBMIT A WRITTEN
NOTICE AS CONTEMPLATED BY THE PRECEDING SENTENCE, THE CONDITIONS SET FORTH IN
THIS SECTION 4.2.1 WILL BE CONSIDERED FULFILLED IF SUCH NOTICE SPECIFIES IN
DETAIL THE EXCEPTIONS TO THE REPRESENTATIONS AND WARRANTIES AS OF THE DATE OF
SUCH REVOLVING LOAN, SWING LINE LOAN OR LETTER OF CREDIT, THE EXCEPTIONS AS
STATED IN SUCH NOTICE ARE SATISFACTORY TO THE AGENT AND THE BANKS AND THE AGENT
SO NOTIFIES THE BORROWERS.
4.2.2
AT THE TIME