(II) ADVERSELY AFFECT THE ABILITY OF EITHER
BORROWER OR ANY GUARANTOR TO PERFORM ITS OBLIGATIONS UNDER THE LOAN
DOCUMENTATION OR (III) ADVERSELY AFFECT THE RIGHTS AND REMEDIES OF THE
ADMINISTRATIVE AGENT OR THE LENDERS UNDER THE LOAN DOCUMENTS.
Without limiting the generality of the provisions of the last paragraph of
Section 9.03, for purposes of determining compliance with the conditions
specified in this Section 4.01, each Lender that has signed this Agreement shall
be deemed to have consented to, approved or accepted or to be satisfied with,
each document or other matter required thereunder to be consented to or approved
by or acceptable or satisfactory to a Lender unless the Administrative Agent
shall have received notice from such Lender prior to the proposed Closing Date
specifying its objection thereto.
4.02
CONDITIONS TO ALL CREDIT EXTENSIONS.
THE OBLIGATION OF EACH LENDER
TO HONOR ANY REQUEST FOR CREDIT EXTENSION (OTHER THAN A COMMITTED LOAN NOTICE
REQUESTING ONLY A CONVERSION OF LOANS TO THE OTHER TYPE, OR A CONTINUATION OF
EURODOLLAR RATE LOANS) IS SUBJECT TO THE FOLLOWING CONDITIONS PRECEDENT:
(A)
THE REPRESENTATIONS AND WARRANTIES OF THE BORROWERS AND EACH OTHER
LOAN PARTY CONTAINED IN ARTICLE V OR ANY OTHER LOAN DOCUMENT, OR WHICH ARE
CONTAINED IN ANY DOCUMENT FURNISHED AT ANY TIME UNDER OR IN CONNECTION HEREWITH
OR THEREWITH, SHALL BE TRUE AND CORRECT ON AND AS OF THE DATE OF SUCH CREDIT
EXTENSION, EXCEPT TO THE EXTENT THAT SUCH REPRESENTATIONS AND WARRANTIES
SPECIFICALLY REFER TO AN EARLIER DATE, IN WHICH CASE THEY SHALL BE TRUE AND
CORRECT AS OF SUCH EARLIER DATE, AND EXCEPT THAT FOR PURPOSES OF THIS
SECTION 4.02, THE REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTIONS 5.05(A)
AND (B) SHALL BE DEEMED TO REFER TO THE MOST RECENT STATEMENTS FURNISHED
PURSUANT TO SECTIONS 6.01(A) AND (B), RESPECTIVELY.
(B)
NO DEFAULT SHALL EXIST, OR WOULD RESULT FROM SUCH PROPOSED CREDIT
EXTENSION OR FROM THE APPLICATION OF THE PROCEEDS THEREOF.
(C)
THE ADMINISTRATIVE AGENT AND, IF APPLICABLE, THE L/C ISSUER SHALL
HAVE RECEIVED A REQUEST FOR CREDIT EXTENSION IN ACCORDANCE WITH THE REQUIREMENTS
HEREOF.
Each Request for Credit Extension (other than a Committed Loan Notice requesting
only a conversion of Loans to the other Type or a continuation of Eurodollar
Rate Loans) submitted by the Borrowers shall be deemed to be a representation
and warranty that the conditions specified in Sections 4.02(a) and (b) have been
satisfied on and as of the date of the applicable Credit Extension.
60
ARTICLE V
REPRESENTATIONS AND WARRANTIES
Each of the Borrowers represents and warrants to the Administrative Agent and
the Lenders that:
5.01
EXISTENCE, QUALIFICATION AND POWER.
EACH LOAN PARTY AND EACH OF
ITS SUBSIDIARIES (A) IS DULY ORGANIZED OR FORMED, VALIDLY EXISTING AND, AS
APPLICABLE, IN GOOD STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS
INCORPORATION OR ORGANIZATION, EXCEPT FOR NUESTRA FAMILIA MEDICAL GROUP, INC.
WHICH SHALL BE BACK IN GOOD STANDING ON OR BEFORE JUNE 15, 2007, (B) HAS ALL
REQUISITE POWER AND AUTHORITY AND ALL REQUISITE GOVERNMENTAL LICENSES,
AUTHORIZATIONS,