AS THE US ADMINISTRATIVE AGENT, THE L/C ISSUER, SWING LINE LENDER, OR
THE REQUIRED LENDERS REASONABLY MAY REQUIRE.
(B)
AN EXECUTED INDEMNIFICATION AGREEMENT FROM THE CANADIAN LENDERS
SHALL BE DELIVERED TO THE EXISTING BA LENDERS IN SUBSTANTIALLY THE FORM OF
EXHIBIT I ATTACHED HERETO.
(C)
ANY FEES REQUIRED TO BE PAID ON OR BEFORE THE CLOSING DATE SHALL
HAVE BEEN PAID.
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(D)
UNLESS WAIVED BY THE US ADMINISTRATIVE AGENT, THE US BORROWER
SHALL HAVE PAID ALL FEES, CHARGES AND DISBURSEMENTS OF COUNSEL TO THE US
ADMINISTRATIVE AGENT TO THE EXTENT INVOICED PRIOR TO OR ON THE CLOSING DATE,
PLUS SUCH ADDITIONAL AMOUNTS OF SUCH FEES, CHARGES AND DISBURSEMENTS AS SHALL
CONSTITUTE ITS REASONABLE ESTIMATE OF SUCH FEES, CHARGES AND DISBURSEMENTS
INCURRED OR TO BE INCURRED BY IT THROUGH THE CLOSING PROCEEDINGS (PROVIDED THAT
SUCH ESTIMATE SHALL NOT THEREAFTER PRECLUDE A FINAL SETTLING OF ACCOUNTS BETWEEN
THE US BORROWER AND THE US ADMINISTRATIVE AGENT).
Without limiting the generality of 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 US 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 Committed Loans to the other Type, or a
continuation of Eurodollar Rate Loans or BAs) is subject to the following
conditions precedent:
(A)
THE REPRESENTATIONS AND WARRANTIES OF THE US BORROWER 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 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
CREDIT EXTENSION OR FROM THE APPLICATION OF THE PROCEEDS THEREOF.
(C)
NO MATERIAL ADVERSE EFFECT SHALL HAVE OCCURRED, AND NO EVENT OR
CIRCUMSTANCE SHALL HAVE OCCURRED THAT COULD REASONABLY BE EXPECTED TO CAUSE A
MATERIAL ADVERSE EFFECT, RELATING TO THE US BORROWER'S CONSOLIDATED FINANCIAL
CONDITION OR BUSINESSES SINCE THE DATE OF THE DATE OF THE MOST RECENT FINANCIAL
STATEMENTS DELIVERED PURSUANT TO SECTION 4.01(A)(VIII) OR SECTION 6.01,