CERTIFICATE.
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED, WITH A COUNTERPART FOR EACH BANK, A CERTIFICATE OF THE SECRETARY OR AN
ASSISTANT SECRETARY OF EACH BORROWER CERTIFYING THE NAMES AND TRUE SIGNATURES OF
THE OFFICERS OF SUCH BORROWER AUTHORIZED TO SIGN THIS AGREEMENT, TOGETHER WITH
EVIDENCE OF THE INCUMBENCY OF SUCH SECRETARY OR ASSISTANT SECRETARY.
(E)
NO MATERIAL ADVERSE CHANGE CERTIFICATE.
THE ADMINISTRATIVE AGENT
SHALL HAVE RECEIVED CONCURRENTLY WITH THE EXECUTION OF THIS AGREEMENT, WITH A
COUNTERPART FOR EACH BANK, A CERTIFICATE OF A RESPONSIBLE OFFICER FOR EACH
BORROWER DATED THE DATE OF THIS AGREEMENT CERTIFYING THAT SINCE OCTOBER 31,
2009, AT THE DATE OF SUCH CERTIFICATE THERE HAS BEEN NO MATERIAL ADVERSE CHANGE
IN THE BUSINESS, PROPERTY, OPERATIONS, CONDITION (FINANCIAL OR OTHERWISE) OR
PROSPECTS OF SUCH BORROWER AND ITS SUBSIDIARIES, TAKEN AS A WHOLE.
(F)
FEES.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED, FOR THE
ACCOUNTS OF THE BANKS AND THE ADMINISTRATIVE AGENT, AND EACH AGENT SHALL HAVE
RECEIVED, FOR THE ACCOUNT OF SUCH AGENT, ALL ACCRUED FEES AND EXPENSES OWING
HEREUNDER OR IN CONNECTION HEREWITH TO THE BANKS AND THE AGENTS TO BE RECEIVED
ON THE CLOSING DATE.
(G)
TERMINATION OF EXISTING 364-DAY CREDIT AGREEMENT.
THE BORROWERS
SHALL HAVE PAID ALL PRINCIPAL, INTEREST, FACILITY FEES AND OTHER AMOUNTS WHICH
ARE UNPAID AND ACCRUED UNDER THE EXISTING CREDIT AGREEMENT AS OF THE CLOSING
DATE.
UPON EFFECTIVENESS OF THIS AGREEMENT, THE EXISTING CREDIT AGREEMENT SHALL
TERMINATE.
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(H)
ADDITIONAL MATTERS.
ALL OTHER DOCUMENTS WHICH THE ADMINISTRATIVE
AGENT MAY REASONABLY REQUEST IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT SHALL BE REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE
ADMINISTRATIVE AGENT AND ITS COUNSEL.
4.2 Conditions to All Loans.
The obligation of each Bank to make any Loan
(which shall include the initial Loan to be made by it hereunder but shall not
include any Loan made pursuant to subsection 2.20(e)(ii) or (iii) if, after the
making of such Loan and the application of the proceeds thereof, the aggregate
outstanding principal amount of the Committed Rate Loans would not be increased)
to be made by it hereunder on any Borrowing Date is subject to the satisfaction
of the following conditions precedent:
(A)
REPRESENTATIONS AND WARRANTIES.
THE REPRESENTATIONS AND WARRANTIES
MADE BY THE BORROWERS HEREIN OR WHICH ARE CONTAINED IN ANY CERTIFICATE, DOCUMENT
OR FINANCIAL OR OTHER STATEMENT FURNISHED BY EITHER BORROWER AT ANY TIME
HEREUNDER OR IN CONNECTION HEREWITH (OTHER THAN ANY REPRESENTATIONS AND
WARRANTIES WHICH BY THE TERMS OF SUCH CERTIFICATE, DOCUMENT OR FINANCIAL OR
OTHER STATEMENT DO NOT SURVIVE THE EXECUTION OF THIS AGREEMENT) SHALL BE CORRECT
ON AND AS OF THE DATE OF SUCH LOAN, AS IF MADE ON AND AS OF SUCH DATE EXCEPT AS
SUCH REPRESENTATIONS AND WARRANTIES EXPRESSLY RELATE TO AN EARLIER DATE.
(B)
NO DEFAULT OR EVENT OF DEFAULT.
NO DEFAULT OR EVENT OF DEFAULT SHALL
HAVE OCCURRED AND BE CONTINUING ON SUCH DATE OR AFTER GIVING EFFECT TO THE
LOANS, TO BE MADE ON SUCH DATE AND THE APPLICATION OF THE PROCEEDS THEREOF.