CREDIT AGREEMENT. THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED CUSTOMARY EVIDENCE INDICATING THAT THE EXISTING CREDIT AGREEMENT HAS
BEEN, OR CONCURRENTLY WITH THE CLOSING DATE IS BEING, TERMINATED AND ALL AMOUNTS
OUTSTANDING THEREUNDER ARE BEING REPAID IN FULL AND ALL LIENS SECURING
OBLIGATIONS THEREUNDER HAVE BEEN, OR CONCURRENTLY WITH THE CLOSING DATE ARE
BEING, RELEASED.
(H)
REPRESENTATIONS; NO DEFAULT. THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED A CUSTOMARY CERTIFICATE SIGNED BY A RESPONSIBLE OFFICER OF EACH
BORROWER, IN A FORM SATISFACTORY TO THE ADMINISTRATIVE AGENT, CERTIFYING THAT
THE CONDITIONS SPECIFIED IN SECTIONS 4.03(A) AND 4.03(B) HAVE BEEN SATISFIED.
58
4.03
CONDITIONS TO ALL BORROWINGS.
THE OBLIGATION OF EACH LENDER TO
HONOR ANY REQUEST FOR BORROWING (OTHER THAN A REVOLVING LOAN NOTICE REQUESTING
ONLY A CONVERSION OF REVOLVING LOANS TO ANOTHER INTEREST RATE TYPE, OR A
CONTINUATION OF FIXED PERIOD EURODOLLAR LOANS) IS SUBJECT TO THE FOLLOWING
CONDITIONS PRECEDENT:
(A)
THE REPRESENTATIONS AND WARRANTIES OF THE BORROWERS CONTAINED IN
ARTICLE V AND ANY OTHER LOAN DOCUMENT SHALL, AFTER TAKING INTO ACCOUNT ANY
MATERIALITY OR OTHER QUALIFICATION CONTAINED THEREIN, BE TRUE AND CORRECT ON AND
AS OF THE DATE OF SUCH BORROWING, EXCEPT TO THE EXTENT THAT SUCH REPRESENTATIONS
AND WARRANTIES SPECIFICALLY REFER TO AN EARLIER DATE, IN WHICH CASE THEY SHALL
BE TRUE AND CORRECT AS OF SUCH EARLIER DATE.
(B)
NO DEFAULT SHALL EXIST, OR WOULD RESULT FROM SUCH PROPOSED
BORROWING OR FROM THE APPLICATION OF THE PROCEEDS THEREOF.
(C)
EITHER (I) THE TOTAL REVOLVING CREDIT EXPOSURE (AFTER GIVING
EFFECT TO SUCH EXTENSION OF CREDIT) SHALL NOT EXCEED THE BORROWING BASE
REFLECTED ON THE BORROWING BASE REPORT MOST RECENTLY DELIVERED TO THE
ADMINISTRATIVE AGENT OR (II) THE BORROWERS SHALL HAVE DELIVERED AN UPDATED
BORROWING BASE REPORT DEMONSTRATING THAT THE TOTAL REVOLVING CREDIT EXPOSURE
(AFTER GIVING EFFECT TO SUCH EXTENSION OF CREDIT) SHALL NOT EXCEED THE BORROWING
BASE AFTER GIVING EFFECT TO SUCH EXTENSION OF CREDIT AS WELL AS ANY CONCURRENT
ACQUISITIONS OF SPECIFIED FINANCIAL ASSETS OR PAYMENT OF OUTSTANDING LOANS.
(D)
IN THE EVENT THAT AN ASSET TO BE PURCHASED WITH THE PROCEEDS OF A
BORROWING MADE ON THE DATE OF THE BORROWING IS TO BE INCLUDED IN THE BORROWING
BASE AS OF THE DATE OF THE BORROWING, THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED EVIDENCE REASONABLY SATISFACTORY TO IT THAT THE CONDITIONS REFERRED
TO IN CLAUSES (I) AND (II) IN THE PROVISO TO SECTION 2.01, AS APPLICABLE, HAVE
BEEN SATISFIED.
(E)
THE ADMINISTRATIVE AGENT AND, IF APPLICABLE, THE SWINGLINE LENDER
SHALL HAVE RECEIVED A REQUEST FOR BORROWING IN ACCORDANCE WITH THE REQUIREMENTS
HEREOF.
Each Request for Borrowing (other than a Revolving Loan Notice requesting only a
conversion of Revolving Loans to another Interest Rate Type or a continuation of
Fixed Period Eurodollar Loans) submitted by the Borrowers shall be deemed to be
a representation and warranty that the conditions specified in Sections
4.03(a) and 4.03(b) have been satisfied on and as of the date of the applicable
Borrowing.
ARTICLE V.
REPRESENTATIONS AND WARRANTIES
The Borrowers represent and warrant to the Administrative