UNDER THE
REVOLVING LOAN AGREEMENT) AND A CERTIFICATE OF AN OFFICER OF BORROWER, DATED THE
EFFECTIVE DATE, CERTIFYING THAT, UPON THE MAKING OF THE LOANS THERE WILL EXIST
NO LIENS ON THE COLLATERAL OTHER THAN PERMITTED LIENS AND LIENS IN FAVOR OF
KEYBANK AS COLLATERAL TRUSTEE FOR THE LENDERS UNDER THE REVOLVING LOAN
DOCUMENTS.
(J)
THERE SHALL BE NO INJUNCTION, WRIT, PRELIMINARY RESTRAINING ORDER
OR OTHER ORDER OF ANY NATURE ISSUED BY ANY GOVERNMENTAL AUTHORITY IN ANY RESPECT
AFFECTING THE TRANSACTIONS PROVIDED FOR IN THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS AND NO ACTION OR PROCEEDING BY OR BEFORE ANY GOVERNMENTAL AUTHORITY
HAS BEEN COMMENCED AND IS PENDING OR, TO THE KNOWLEDGE OF BORROWER, THREATENED,
SEEKING TO PREVENT OR DELAY THE TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS
OR CHALLENGING ANY OTHER TERMS AND PROVISIONS HEREOF OR THEREOF OR SEEKING ANY
DAMAGES IN CONNECTION THEREWITH, AND THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED A CERTIFICATE, IN ALL RESPECTS SATISFACTORY TO THE ADMINISTRATIVE
AGENT, OF AN OFFICER OF BORROWER TO THE FOREGOING EFFECT.
(K)
THE REPRESENTATIONS AND WARRANTIES OF EACH CREDIT PARTY SET FORTH
IN EACH LOAN DOCUMENT SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND
AS OF THE DATE OF SUCH LOAN, ISSUANCE OR RENEWAL, EXCEPT TO THE EXTENT SUCH
REPRESENTATIONS AND WARRANTIES RELATE TO AN EARLIER DATE.
44
(L)
AT THE TIME OF AND IMMEDIATELY AFTER GIVING EFFECT TO SUCH LOAN
OR ISSUANCE, NO DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING.
(M)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A CERTIFICATE, DATED
THE EFFECTIVE DATE AND SIGNED BY AN OFFICER OF BORROWER, CONFIRMING COMPLIANCE
WITH THE CONDITIONS SET FORTH IN PARAGRAPHS (K) AND (L) OF THIS ARTICLE IV.
(N)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A LOAN REQUEST
MEETING THE REQUIREMENTS OF SECTION 2.03.
(O)
THE LENDERS SHALL HAVE COMPLETED A DUE DILIGENCE INVESTIGATION OF
BORROWER AND THE OTHER CREDIT PARTIES IN SCOPE, AND WITH RESULTS, SATISFACTORY
TO THE LENDERS; BORROWER AND THE OTHER CREDIT PARTIES SHALL HAVE GIVEN THE
ADMINISTRATIVE AGENT SUCH ACCESS TO THEIR RESPECTIVE BOOKS AND RECORDS AS THE
ADMINISTRATIVE AGENT MAY HAVE REQUESTED UPON REASONABLE NOTICE IN ORDER TO CARRY
OUT ITS INVESTIGATIONS, APPRAISALS AND ANALYSES, AND THE ADMINISTRATIVE AGENT
SHALL HAVE RECEIVED ALL ADDITIONAL FINANCIAL, BUSINESS AND OTHER INFORMATION
REGARDING BORROWER AND THE OTHER CREDIT PARTIES AND THEIR RESPECTIVE PROPERTIES
AS THE ADMINISTRATIVE AGENT SHALL HAVE REASONABLY REQUESTED.
(P)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED ALL FEES AND OTHER
AMOUNTS DUE AND PAYABLE ON OR PRIOR TO THE EFFECTIVE DATE, INCLUDING, TO THE
EXTENT INVOICED, REIMBURSEMENT OR PAYMENT OF ALL OUT-OF-POCKET EXPENSES REQUIRED
TO BE REIMBURSED OR PAID BY BORROWER HEREUNDER.
(Q)
THE LENDERS SHALL BE REASONABLY SATISFIED (I) THAT THERE SHALL BE
NO LITIGATION OR ADMINISTRATIVE PROCEEDING, OR REGULATORY DEVELOPMENT, THAT
WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON (A) THE
BUSINESS, ASSETS, OPERATIONS, CONDITION (FINANCIAL OR OTHERWISE) OR MATERIAL
AGREEMENTS OF BORROWER AND ITS SUBSIDIARIES, (B) THE BUSINESS, ASSETS,
OPERATIONS, CONDITION (FINANCIAL OR OTHERWISE) OR MATERIAL AGREEMENTS OF