shall not become effective unless each of the
foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or
prior to 5:00 p.m., New York City time, on March 31, 2007 (and, in the event
such conditions are not so satisfied or waived, the Commitments shall terminate
at such time).
SECTION 4.02.
EACH CREDIT EVENT.
THE OBLIGATION OF EACH LENDER TO MAKE A LOAN
ON THE OCCASION OF ANY BORROWING, AND OF THE ISSUING BANK TO ISSUE, AMEND, RENEW
OR EXTEND ANY LETTER OF CREDIT, IS SUBJECT TO RECEIPT OF THE REQUEST THEREFOR IN
ACCORDANCE HEREWITH AND TO THE SATISFACTION OF THE FOLLOWING CONDITIONS:
(A)
THE REPRESENTATIONS AND WARRANTIES OF EACH LOAN PARTY SET FORTH IN THE LOAN
DOCUMENTS SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE
DATE OF SUCH BORROWING OR THE DATE OF ISSUANCE, AMENDMENT, RENEWAL OR EXTENSION
OF SUCH LETTER OF CREDIT, AS APPLICABLE;
(B)
AT THE TIME OF AND IMMEDIATELY AFTER GIVING EFFECT TO SUCH BORROWING OR THE
ISSUANCE, AMENDMENT, RENEWAL OR EXTENSION OF SUCH LETTER OF CREDIT, AS
APPLICABLE, NO DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING; AND
(C)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A BORROWING REQUEST.
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Each Borrowing and each issuance, amendment, renewal or extension of a Letter of
Credit shall be deemed to constitute a representation and warranty by the
Borrower on the date thereof as to the matters specified in paragraphs (a) and
(b) of this Section.
ARTICLE V
AFFIRMATIVE COVENANTS
Until the Commitments have expired or been terminated and the principal of and
interest on each Loan and all fees, expenses and other amounts (other than
contingent amounts not yet due) payable under any Loan Document shall have been
paid in full and all Letters of Credit shall have expired or been terminated and
all LC Disbursements shall have been reimbursed, the Borrower covenants and
agrees with the Lenders, that:
SECTION 5.01.
FINANCIAL STATEMENTS AND OTHER INFORMATION.
THE BORROWER WILL
FURNISH TO THE ADMINISTRATIVE AGENT ON BEHALF OF EACH LENDER:
(A)
AS SOON AS AVAILABLE (BUT IN ANY EVENT WITHIN 90 DAYS AFTER THE END OF EACH
FISCAL YEAR OF THE BORROWER), ITS AUDITED CONSOLIDATED BALANCE SHEET AND RELATED
AUDITED CONSOLIDATED STATEMENTS OF INCOME, SHAREHOLDERS' EQUITY AND CASH FLOWS
AS OF THE END OF AND FOR SUCH YEAR SETTING FORTH IN EACH CASE IN COMPARATIVE
FORM THE FIGURES FOR THE PREVIOUS FISCAL YEAR, ALL REPORTED ON BY KPMG LLP OR
OTHER INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF RECOGNIZED NATIONAL
STANDING (WITHOUT A "GOING CONCERN" OR LIKE QUALIFICATION OR EXCEPTION AND
WITHOUT ANY QUALIFICATION OR EXCEPTION AS TO THE SCOPE OF SUCH AUDIT) TO THE
EFFECT THAT SUCH CONSOLIDATED FINANCIAL STATEMENTS PRESENT FAIRLY IN ALL
MATERIAL RESPECTS THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE
BORROWER AND THE SUBSIDIARIES ON A CONSOLIDATED BASIS IN ACCORDANCE WITH GAAP
CONSISTENTLY APPLIED;
(B)
AS SOON AS AVAILABLE (BUT IN ANY EVENT WITHIN 45 DAYS AFTER THE END OF EACH
OF THE FIRST THREE FISCAL