Extract to table

If all conditions precedent are not satisfied or waived by the Funding Deadline, the Commitments shall automatically terminate in accordance with Section 8

This Memorandum is governed by and shall be construed in accordance with the laws of the State of New York, without regard to conflicts of law principles

All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Credit Agreement

Each Lender's obligation to fund is several and not joint, and no Lender shall be responsible for any other Lender's failure to fund its Pro Rata Share

Confirmation by the Borrower in the Borrowing Request that the representations and warranties of each Loan Party set forth in the Credit Agreement and each other Loan Document are true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) on and as of the Initial Draw Date with the same effect as though made on and as of such date (except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date)

02(a) of the Credit Agreement, each Lender shall wire its pro rata Funding Amount (as set forth in Section 4 above) to the Administrative Agent's Funding Account at Prescott National Bank, N