OFFICER OF COMPANY.
B.
AS OF THAT FUNDING DATE:
(I)
THE REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN AND IN THE
OTHER LOAN DOCUMENTS SHALL BE TRUE, CORRECT AND COMPLETE IN ALL MATERIAL
RESPECTS ON AND AS OF THAT FUNDING DATE TO THE SAME EXTENT AS THOUGH MADE ON AND
AS OF THAT DATE, EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES
SPECIFICALLY RELATE TO AN EARLIER DATE, IN WHICH CASE SUCH REPRESENTATIONS AND
WARRANTIES SHALL HAVE BEEN TRUE, CORRECT AND COMPLETE IN ALL MATERIAL RESPECTS
ON AND AS OF SUCH EARLIER DATE; PROVIDED THAT, IF A REPRESENTATION AND WARRANTY
IS QUALIFIED AS TO MATERIALITY, THE MATERIALITY QUALIFIER SET FORTH ABOVE SHALL
BE DISREGARDED WITH RESPECT TO SUCH REPRESENTATION AND WARRANTY FOR PURPOSES OF
THIS CONDITION;
(II)
NO EVENT SHALL HAVE OCCURRED AND BE CONTINUING OR WOULD RESULT
FROM THE CONSUMMATION OF THE BORROWING CONTEMPLATED BY SUCH NOTICE OF BORROWING
OR NOTICE OF BORROWING (SWING LINE) THAT WOULD CONSTITUTE AN EVENT OF DEFAULT OR
A POTENTIAL EVENT OF DEFAULT; AND
(III)
NO ORDER, JUDGMENT OR DECREE OF ANY ARBITRATOR OR GOVERNMENT
AUTHORITY SHALL PURPORT TO ENJOIN OR RESTRAIN SUCH LENDER FROM MAKING THE LOANS
TO BE MADE BY IT ON THAT FUNDING DATE.
C.
EXCEPT IN RESPECT OF INCREMENTAL TERM LOANS, ADMINISTRATIVE AGENT
SHALL HAVE RECEIVED BEFORE THAT FUNDING DATE, THE TIMELY DELIVERY OF THE MOST
RECENT BORROWING BASE CERTIFICATE (DATED AS CONTEMPLATED IN SUBSECTION 6.1(XII))
REQUIRED TO BE DELIVERED HEREUNDER.
4.3
CONDITIONS TO INCREMENTAL TERM LOANS.
The agreement, if any, of each Lender of Incremental Term Loans to make its
Incremental Term Loans on each Funding Date is subject to the following further
conditions precedent:
82
A.
ON OR BEFORE SUCH FUNDING DATE, COMPANY SHALL DELIVER TO SUCH
LENDERS (OR TO ADMINISTRATIVE AGENT WITH SUFFICIENT ORIGINALLY EXECUTED COPIES,
WHERE APPROPRIATE, FOR EACH LENDER) THE FOLLOWING WITH RESPECT TO COMPANY, EACH,
UNLESS OTHERWISE NOTED, DATED SUCH FUNDING DATE:
(I)
EITHER (A) COPIES OF THE ORGANIZATIONAL DOCUMENTS OF COMPANY,
CERTIFIED BY THE SECRETARY OF STATE OF ITS JURISDICTION OF INCORPORATION OR
ORGANIZATION OR, IF SUCH DOCUMENT IS OF A TYPE THAT MAY NOT BE SO CERTIFIED,
CERTIFIED BY THE SECRETARY OR SIMILAR OFFICER OF COMPANY OR (B) A CERTIFICATE OF
THE SECRETARY OF COMPANY CERTIFYING THAT THE ORGANIZATIONAL DOCUMENTS OF COMPANY
HAVE NOT BEEN AMENDED SINCE THE CLOSING DATE, TOGETHER WITH A GOOD STANDING
CERTIFICATE FROM THE SECRETARY OF STATE OF ITS JURISDICTION OF INCORPORATION OR
ORGANIZATION, EACH DATED A RECENT DATE PRIOR TO SUCH FUNDING DATE;
(II)
RESOLUTIONS OF THE GOVERNING BODY OR SOLE STOCKHOLDER OF COMPANY
APPROVING AND AUTHORIZING THE BORROWING OF THE INCREMENTAL TERM LOANS TO BE
BORROWED ON SUCH FUNDING DATE, CERTIFIED AS OF SUCH FUNDING DATE BY THE
SECRETARY OR SIMILAR OFFICER OF COMPANY AS BEING IN FULL FORCE AND EFFECT
WITHOUT MODIFICATION OR AMENDMENT;
(III)
SIGNATURE AND INCUMBENCY CERTIFICATES OF THE OFFICERS OF COMPANY
EXECUTING THE LOAN DOCUMENTS, IF ANY, TO BE DELIVERED BY COMPANY ON SUCH FUNDING
DATE;
(IV)
EXECUTED ORIGINALS OF THE LOAN DOCUMENTS,