TIME THIS REPRESENTATION AND WARRANTY IS MADE
OR DEEMED MADE, REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
SECTION 3.11
MARGIN REGULATIONS.
NEITHER OBLIGOR IS ENGAGED PRINCIPALLY
OR AS ONE OF ITS IMPORTANT ACTIVITIES IN THE BUSINESS OF BUYING OR CARRYING
MARGIN STOCK WITHIN THE MEANING OF REGULATION U OF THE BOARD.
ARTICLE IV
Conditions
SECTION 4.01
EFFECTIVE DATE.
THIS AGREEMENT SHALL BECOME EFFECTIVE ON
THE DATE ON WHICH EACH OF THE FOLLOWING CONDITIONS IS SATISFIED (OR WAIVED IN
ACCORDANCE WITH SECTION 10.02):
(A)
THE ADMINISTRATIVE AGENT (OR ITS COUNSEL) SHALL HAVE RECEIVED ON
OR BEFORE THE DATE OF THIS AGREEMENT FROM EACH PARTY HERETO EITHER (I) A
COUNTERPART OF THIS AGREEMENT
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SIGNED ON BEHALF OF SUCH PARTY OR (II) WRITTEN EVIDENCE SATISFACTORY TO THE
ADMINISTRATIVE AGENT (WHICH MAY INCLUDE FACSIMILE TRANSMISSION OF A SIGNED
SIGNATURE PAGE OF THIS AGREEMENT) THAT SUCH PARTY HAS SIGNED A COUNTERPART OF
THIS AGREEMENT.
(B)
THE ADMINISTRATIVE AGENT (OR ITS COUNSEL) SHALL HAVE RECEIVED A
NOTE EXECUTED BY THE BORROWER IN FAVOR OF EACH LENDER THAT REQUESTED A NOTE
PRIOR TO THE CLOSING DATE.
(C)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED ON OR BEFORE THE DATE
OF THIS AGREEMENT COPIES OF RESOLUTIONS OF THE BOARD OF DIRECTORS OF EACH
OBLIGOR AUTHORIZING THE TRANSACTIONS TOGETHER WITH INCUMBENCY CERTIFICATES DATED
THE DATE OF THIS AGREEMENT EVIDENCING THE IDENTITY, AUTHORITY AND CAPACITY OF
EACH PERSON AUTHORIZED TO EXECUTE AND DELIVER THIS AGREEMENT, THE OTHER LOAN
DOCUMENTS AND ANY OTHER DOCUMENTS TO BE DELIVERED BY SUCH OBLIGOR PURSUANT
HERETO, ALL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE
AGENT AND ITS COUNSEL.
(D)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A CERTIFICATE, DATED
THE DATE OF THIS AGREEMENT AND SIGNED BY A RESPONSIBLE OFFICER, CONFIRMING THAT
(I) THE REPRESENTATIONS AND WARRANTIES OF EACH OBLIGOR SET FORTH IN ARTICLE III
OF THIS AGREEMENT ARE TRUE AND CORRECT AND (II) NO DEFAULT HAS OCCURRED AND IS
CONTINUING.
(E)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED EVIDENCE REASONABLY
SATISFACTORY TO IT OF THE CONSENT OF CT CORPORATION SYSTEM IN NEW YORK, NEW YORK
TO THE APPOINTMENT AND DESIGNATION PROVIDED BY SECTION 10.09(D).
(F)
THE BORROWER SHALL HAVE PAID ALL FEES REQUIRED TO BE PAID BY IT
PURSUANT TO THE FEE LETTERS AND, UNLESS WAIVED BY THE ADMINISTRATIVE AGENT, THE
BORROWER SHALL HAVE PAID ALL LEGAL FEES AND EXPENSES OF THE ADMINISTRATIVE AGENT
REQUIRED TO BE PAID PURSUANT TO THE TERMS OF THIS AGREEMENT AND TO THE EXTENT
INVOICED AND RECEIVED BY THE BORROWER PRIOR TO THE CLOSING DATE.
The Administrative Agent shall notify the Borrower, the Lenders and the L/C
Issuer of the Effective Date.
Such notice shall be conclusive and binding.
SECTION 4.02
EACH BORROWING.
THE OBLIGATION OF THE L/C ISSUER TO MAKE
ANY L/C CREDIT EXTENSION IS SUBJECT TO THE SATISFACTION OF THE FOLLOWING
CONDITIONS:
(A)
AT THE TIME OF AND IMMEDIATELY AFTER GIVING EFFECT TO SUCH L/C
CREDIT EXTENSION, NO DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING.
(B)
THE BORROWER SHALL HAVE DELIVERED A LETTER OF