OCCURRED WHICH IS REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE
EFFECT; AND (IV) AS OF THE CLOSING DATE THERE IS NO DEFAULT OR EVENT OF DEFAULT
UNDER THIS AGREEMENT;
(K)
THE AGENT SHALL HAVE RECEIVED EVIDENCE OF INSURANCE COVERAGE FOR
THE BORROWER AND EACH US SUBSIDIARY IN COMPLIANCE WITH SUBSECTION 5.3.
Without limiting any other provision of this Agreement, each of the opinions,
agreements, certificates, and other conditions precedent listed above must be
reasonably satisfactory in all respects to the Agent and its counsel in order
for such condition precedent to be deemed satisfied.
19
4.2.
RESERVED.
4.3.
CONDITIONS PRECEDENT TO LOANS ON AND AFTER THE CLOSING DATE.
(A)
NO DEFAULT; REPRESENTATIONS AND WARRANTIES, ETC.
ON THE CLOSING
DATE AND ON THE EFFECTIVE DATE OF EACH COMPLIANCE CERTIFICATE SUBMITTED BY THE
BORROWER HEREUNDER: (I) THE REPRESENTATIONS AND WARRANTIES OF THE BORROWER AND
ITS SUBSIDIARIES CONTAINED IN THIS AGREEMENT AND IN EACH OF THE OTHER LOAN
DOCUMENTS SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF SUCH
DATES AS IF THEY HAD BEEN MADE ON SUCH DATES (EXCEPT TO THE EXTENT THAT SUCH
REPRESENTATIONS AND WARRANTIES EXPRESSLY RELATE TO AN EARLIER DATE OR ARE
AFFECTED BY THE CONSUMMATION OF TRANSACTIONS PERMITTED UNDER THIS AGREEMENT AND
EXCEPT THAT REFERENCES TO FINANCIAL STATEMENTS SHALL BE DEEMED TO REFER TO THE
MOST RECENT AUDITED FINANCIAL STATEMENTS DELIVERED TO THE AGENT PURSUANT TO
SECTION 5.1(A) HEREOF); (II) THE BORROWER SHALL BE IN COMPLIANCE IN ALL MATERIAL
RESPECTS WITH ALL OF THE TERMS AND PROVISIONS SET FORTH HEREIN ON ITS PART TO BE
OBSERVED OR PERFORMED ON OR PRIOR TO SUCH DATES; (III) AFTER GIVING EFFECT TO
ANY LOANS TO BE MADE ON SUCH DATES, NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE
OCCURRED AND BE CONTINUING; AND (IV) SINCE THE DATE OF THE MOST RECENTLY
DELIVERED AUDITED FINANCIAL STATEMENTS OF THE BORROWER AND ITS SUBSIDIARIES, NO
EVENT OR CONDITION SHALL HAVE OCCURRED OR EXIST WHICH IS REASONABLY LIKELY TO
HAVE A MATERIAL ADVERSE EFFECT.
EACH REQUEST FOR A LOAN HEREUNDER SHALL
CONSTITUTE A REPRESENTATION AND WARRANTY BY THE BORROWER TO THE AGENT AND
LENDERS THAT ALL OF THE CONDITIONS SPECIFIED IN THIS SUBSECTION 4.3(A), HAVE
BEEN AND CONTINUE TO BE SATISFIED IN ALL MATERIAL RESPECTS AS OF THE DATE OF
EACH SUCH LOAN (EXCEPT THE BORROWER AND ITS SUBSIDIARIES SHALL ONLY BE REQUIRED
TO CONFIRM THEIR REPRESENTATIONS AND WARRANTIES ON A QUARTERLY BASIS IN
CONNECTION WITH THE DELIVERY OF A COMPLIANCE CERTIFICATE).
AS OF THE DATE OF
EACH REQUEST FOR A LOAN HEREUNDER, THE BORROWER SHALL NOT HAVE KNOWLEDGE THAT
THAT IT IS IN VIOLATION OF SUBSECTION 7.3 HEREOF.
THE LENDERS HEREBY AGREE THAT
THE BORROWER SHALL BE PERMITTED, FROM TIME TO TIME, TO SUPPLEMENT EACH OF THE
SCHEDULES PROVIDED TO THE AGENT IN CONNECTION WITH THE EXECUTION AND DELIVERY OF
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS WITH RESPECT TO ANY MATTER ARISING
AFTER THE CLOSING DATE WHICH IS NOT OTHERWISE PROHIBITED BY THE TERMS OF THIS
AGREEMENT (OR