TERMS AND CONDITIONS DESCRIBED IN THE MERGER AGREEMENT AND THE RELATED
DOCUMENTS WITHOUT ANY WAIVER, AMENDMENT OR SUPPLEMENT OF ANY TERM, PROVISION OR
CONDITION THAT IS MATERIALLY ADVERSE TO THE INTERESTS OF THE LENDERS UNLESS
APPROVED IN WRITING BY THE ADMINISTRATIVE AGENT (WHICH APPROVAL SHALL NOT BE
UNREASONABLY WITHHELD), AND (II) IN MATERIAL COMPLIANCE WITH ALL APPLICABLE
REQUIREMENTS OF LAW.
(F)
THE MERGER AGREEMENT SHALL BE IN FULL FORCE AND EFFECT.
(G)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED, AT LEAST FIVE
BUSINESS DAYS PRIOR TO THE CLOSING DATE, ALL DOCUMENTATION AND OTHER INFORMATION
REQUIRED BY REGULATORY AUTHORITIES UNDER APPLICABLE "KNOW-YOUR-CUSTOMER" AND
ANTI-MONEY LAUNDERING RULES AND REGULATIONS, INCLUDING WITHOUT LIMITATION THE
PATRIOT ACT.
Without limiting the generality of the provisions of Section 9.02, 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, WARRANTIES AND CERTIFICATIONS OF OR ON BEHALF
OF THE LOAN PARTIES CONTAINED IN ARTICLE V OR ANY OTHER LOAN DOCUMENT
(EXCLUDING, IN THE CASE OF THE INITIAL CREDIT EXTENSION HEREUNDER ON THE CLOSING
DATE, THE REPRESENTATION AND WARRANTY CONTAINED IN SECTION 5.05(D)), OR WHICH
ARE CONTAINED IN ANY DOCUMENT FURNISHED AT ANY TIME UNDER OR IN CONNECTION
HEREWITH OR THEREWITH, SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND
AS OF THE DATE OF SUCH CREDIT EXTENSION (IN EACH CASE BOTH BEFORE AND AFTER
GIVING EFFECT THERETO), EXCEPT TO
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THE EXTENT THAT SUCH REPRESENTATIONS AND WARRANTIES SPECIFICALLY REFER TO AN
EARLIER DATE, IN WHICH CASE THEY SHALL BE TRUE AND CORRECT IN ALL MATERIAL
RESPECTS AS OF SUCH EARLIER DATE, AND EXCEPT THAT FOR PURPOSES OF THIS SECTION
4.02, THE REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 5.05(A) AND (B)
ONLY SHALL BE DEEMED TO REFER TO THE MOST RECENT STATEMENTS FURNISHED PURSUANT
TO SECTIONS 6.01(A) AND (B), RESPECTIVELY.
(B)
NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, OR
WOULD RESULT FROM SUCH PROPOSED CREDIT EXTENSION OR FROM THE APPLICATION OF THE
PROCEEDS THEREFROM.
(C)
THE ADMINISTRATIVE AGENT AND, IF APPLICABLE, THE L/C ISSUER OR THE
SWING LINE LENDER SHALL HAVE RECEIVED A REQUEST FOR CREDIT EXTENSION IN
ACCORDANCE WITH THE REQUIREMENTS HEREOF.
(D)
SOLELY WITH RESPECT TO THE THIRD TERM BORROWING (OR THE FIRST OR
SECOND TERM BORROWING, IF THE ENTIRE AMOUNT OF THE TERM FACILITY IS DRAWN AS A
PART OF SUCH