the provisions of Section 9.04, 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 BORROWINGS. THE OBLIGATION OF EACH
LENDER TO HONOR ANY REQUEST FOR BORROWING (OTHER THAN A REVOLVING LOAN NOTICE
REQUESTING ONLY A CONVERSION OF REVOLVING LOANS TO THE OTHER TYPE, OR A
CONTINUATION OF FIXED PERIOD EURODOLLAR LOANS) IS SUBJECT TO THE FOLLOWING
CONDITIONS PRECEDENT:
(A)
THE REPRESENTATIONS AND WARRANTIES OF THE
BORROWERS CONTAINED IN ARTICLE V AND ANY OTHER LOAN DOCUMENT, AND WHICH ARE
CONTAINED IN ANY DOCUMENT FURNISHED AT ANY TIME UNDER OR IN CONNECTION HEREWITH
OR THEREWITH, SHALL, AFTER TAKING INTO ACCOUNT ANY MATERIALITY OR OTHER
QUALIFICATION CONTAINED THEREIN, BE TRUE AND CORRECT ON AND AS OF THE DATE OF
SUCH BORROWING, 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 SUBSECTIONS
(A) AND (B) OF SECTION 5.05 SHALL BE DEEMED TO REFER TO THE MOST RECENT
STATEMENTS FURNISHED PURSUANT TO CLAUSES (A) AND (B), RESPECTIVELY, OF
SECTION 6.01.
(B)
NO DEFAULT SHALL EXIST, OR WOULD RESULT FROM
SUCH PROPOSED BORROWING OR FROM THE APPLICATION OF THE PROCEEDS THEREOF.
(C)
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED A CURRENT BORROWING BASE REPORT DATED WITHIN THREE (3) BUSINESS DAYS OF
THE DRAWDOWN DATE OF SUCH LOAN OR SUCH MORE RECENT BORROWING BASE REPORT AS THE
ADMINISTRATIVE AGENT OR ANY LENDER SHALL REASONABLY REQUEST.
(D)
IN THE EVENT THAT AN ASSET TO BE PURCHASED
WITH THE PROCEEDS OF A BORROWING MADE ON THE DATE OF THE BORROWING IS TO BE
INCLUDED IN THE BORROWING BASE AS OF THE DATE OF THE BORROWING, THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED EVIDENCE REASONABLY SATISFACTORY TO IT
THAT THE CONDITIONS REFERRED TO IN CLAUSES (I), (II) AND (III) OF THE PROVISO TO
THE DEFINITIONS OF TRANCHE A BORROWING BASE OR TRANCHE BORROWING BASE, AS
APPLICABLE, HAVE BEEN SATISFIED.
49
(E)
THE ADMINISTRATIVE AGENT AND, IF
APPLICABLE, THE SWINGLINE LENDER SHALL HAVE RECEIVED A REQUEST FOR BORROWING IN
ACCORDANCE WITH THE REQUIREMENTS HEREOF.
Each Request for Borrowing (other than a Revolving Loan Notice requesting only a
conversion of Revolving Loans to the other Type or a continuation of Fixed
Period Eurodollar Loans) submitted by the Borrowers shall be deemed to be a
representation and warranty that the conditions specified in
Sections 4.02(a) and 4.02(b) have been satisfied on and as of the date of the
applicable Borrowing.
ARTICLE V.
REPRESENTATIONS AND WARRANTIES
The Borrowers