CREDIT EXTENSION.
(C)
THERE SHALL NOT HAVE BEEN COMMENCED AGAINST ANY LOAN PARTY AN
INVOLUNTARY CASE UNDER ANY APPLICABLE DEBTOR RELIEF LAW, NOW OR HEREAFTER IN
EFFECT, OR ANY CASE, PROCEEDING OR OTHER ACTION FOR THE APPOINTMENT OF A
RECEIVER, LIQUIDATOR, ASSIGNEE, CUSTODIAN, TRUSTEE, SEQUESTRATOR (OR SIMILAR
OFFICIAL) OF SUCH PERSON OR FOR ANY SUBSTANTIAL PART OF ITS PROPERTY OR FOR THE
WINDING UP OR LIQUIDATION OF ITS AFFAIRS, AND SUCH INVOLUNTARY CASE OR OTHER
CASE, PROCEEDING OR OTHER ACTION SHALL REMAIN UNDISMISSED.
(D)
AFTER GIVING EFFECT TO SUCH CREDIT EXTENSION, (I) THE TOTAL
REVOLVING EXPOSURES SHALL NOT EXCEED THE TOTAL REVOLVING COMMITMENTS, (II) THE
TOTAL AMOUNTS OUTSTANDING UNDER THE DELAYED DRAW LOANS SHALL NOT EXCEED THE
TOTAL DELAYED DRAW COMMITMENTS, AND (III) THE LOAN PARTIES SHALL BE IN
COMPLIANCE WITH THE COVENANT SET FORTH IN SECTION 8.01(A).
(E)
THE ADMINISTRATIVE AGENT AND, IF APPLICABLE, THE APPLICABLE L/C
ISSUER SHALL HAVE RECEIVED A REQUEST FOR CREDIT EXTENSION IN ACCORDANCE WITH THE
REQUIREMENTS HEREOF.
(F)
NO MATERIAL ADVERSE EFFECT SHALL EXIST, AS DETERMINED BY THE
ADMINISTRATIVE AGENT, SINCE DECEMBER 31, 2006.
(G)
THE FOLLOWING SHALL BE A CONDITIONS PRECEDENT OF ANY CREDIT
EXTENSION (OTHER THAN A CREDIT EXTENSION BASED ON ANY LOAN NOTICE SUBMITTED BY
THE BORROWER REPRESENTATIVE ON OR PRIOR TO THE CLOSING DATE), UNTIL SUCH TIME AS
THE BORROWERS SATISFY THE COVENANT SET FORTH IN SECTION 6.01(A)(I): THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A COMPLIANCE CERTIFICATE FROM THE
BORROWER REPRESENTATIVE BASED ON THE UNAUDITED FINANCIAL STATEMENTS REFERRED TO
IN SECTION 6.01(A) FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007.
Each Request for Credit Extension submitted by the Borrower Representative shall
be deemed to be a representation and warranty by the Loan Parties that the
conditions specified in Section 4.02 have been satisfied on and as of the date
of the applicable Credit Extension.
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ARTICLE V
REPRESENTATIONS AND WARRANTIES
The Loan Parties each hereby represent and warrant to the Administrative Agent
and the Lenders that:
SECTION 5.01
EXISTENCE, QUALIFICATION AND POWER.
EACH LOAN
PARTY (A) IS A CORPORATION, PARTNERSHIP OR LIMITED LIABILITY COMPANY DULY
ORGANIZED OR FORMED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE
JURISDICTION OF ITS INCORPORATION OR ORGANIZATION, (B) HAS ALL REQUISITE POWER
AND AUTHORITY AND ALL REQUISITE GOVERNMENTAL LICENSES, AUTHORIZATIONS, CONSENTS
AND APPROVALS TO (I) OWN SUCH LOAN PARTY'S ASSETS AND CARRY ON SUCH LOAN PARTY'S
BUSINESS AND (II) EXECUTE, DELIVER AND PERFORM SUCH LOAN PARTY'S OBLIGATIONS
UNDER THE LOAN DOCUMENTS TO WHICH SUCH LOAN PARTY IS A PARTY, AND (C) IS DULY
QUALIFIED AND IS LICENSED AND IN GOOD STANDING UNDER THE LAWS OF EACH
JURISDICTION WHERE SUCH LOAN PARTY'S OWNERSHIP, LEASE OR OPERATION OF PROPERTIES
OR THE CONDUCT OF ITS BUSINESS REQUIRES SUCH QUALIFICATION OR LICENSE EXCEPT
WHERE THE FAILURE TO BE SO QUALIFIED OR LICENSED COULD NOT REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
SECTION 5.02
AUTHORIZATION; NO CONTRAVENTION.
THE EXECUTION,
DELIVERY AND PERFORMANCE BY EACH LOAN PARTY OF EACH LOAN DOCUMENT TO WHICH SUCH
LOAN