REQUIRED BY THE LENDERS IN ORDER TO ENABLE COMPLIANCE WITH APPLICABLE "KNOW YOUR
CUSTOMER" AND ANTI-MONEY LAUNDERING RULES AND REGULATIONS, INCLUDING THE USA
PATRIOT ACT (TITLE III OF PUB. L. 107-56 (SIGNED INTO LAW OCTOBER 26, 2001))
INCLUDING THE INFORMATION DESCRIBED IN SECTION 10.13.
SECTION 4.02
CONDITIONS TO ALL CREDIT EXTENSIONS. THE OBLIGATION OF
EACH LENDER AND EACH ISSUING BANK TO MAKE ANY CREDIT EXTENSION (INCLUDING THE
INITIAL CREDIT EXTENSION) SHALL BE SUBJECT TO, AND TO THE SATISFACTION OF, EACH
OF THE CONDITIONS PRECEDENT SET FORTH BELOW.
(A)
NOTICE. THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A BORROWING
REQUEST AS REQUIRED BY SECTION 2.03 (OR SUCH NOTICE SHALL HAVE BEEN DEEMED GIVEN
IN ACCORDANCE
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WITH SECTION 2.03) IF LOANS ARE BEING REQUESTED OR, IN THE CASE OF THE ISSUANCE,
AMENDMENT, EXTENSION OR RENEWAL OF A LETTER OF CREDIT, THE ISSUING BANK AND THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED AN LC REQUEST AS REQUIRED BY
SECTION 2.18(B) OR, IN THE CASE OF THE BORROWING OF A SWINGLINE LOAN, THE
SWINGLINE LENDER AND THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A BORROWING
REQUEST AS REQUIRED BY SECTION 2.17(B).
(B)
NO DEFAULT. BORROWER AND EACH OTHER LOAN PARTY SHALL BE IN
COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL THE TERMS AND PROVISIONS SET FORTH
HEREIN AND IN EACH OTHER LOAN DOCUMENT ON ITS PART TO BE OBSERVED OR PERFORMED,
AND, AT THE TIME OF AND IMMEDIATELY AFTER GIVING EFFECT TO SUCH CREDIT EXTENSION
AND THE APPLICATION OF THE PROCEEDS THEREOF, NO DEFAULT SHALL HAVE OCCURRED AND
BE CONTINUING ON SUCH DATE.
(C)
REPRESENTATIONS AND WARRANTIES. EACH OF THE REPRESENTATIONS AND
WARRANTIES MADE BY BORROWER SET FORTH IN ARTICLE III HEREOF OR BY ANY LOAN PARTY
IN ANY OTHER LOAN DOCUMENT SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS
(EXCEPT THAT ANY REPRESENTATION AND WARRANTY THAT IS QUALIFIED AS TO
"MATERIALITY" OR "MATERIAL ADVERSE EFFECT" SHALL BE TRUE AND CORRECT IN ALL
RESPECTS) ON AND AS OF THE DATE OF SUCH CREDIT EXTENSION WITH THE SAME EFFECT AS
THOUGH MADE ON AND AS OF SUCH DATE, EXCEPT TO THE EXTENT SUCH REPRESENTATIONS
AND WARRANTIES EXPRESSLY RELATE TO AN EARLIER DATE.
(D)
NO LEGAL BAR. NO ORDER, JUDGMENT OR DECREE OF ANY GOVERNMENTAL
AUTHORITY SHALL PURPORT TO RESTRAIN ANY LENDER FROM MAKING ANY LOANS TO BE MADE
BY IT. NO INJUNCTION OR OTHER RESTRAINING ORDER SHALL HAVE BEEN ISSUED OR SHALL
BE PENDING OR NOTICED WITH RESPECT TO ANY ACTION, SUIT OR PROCEEDING SEEKING TO
ENJOIN OR OTHERWISE PREVENT THE CONSUMMATION OF, OR TO RECOVER ANY DAMAGES OR
OBTAIN RELIEF AS A RESULT OF, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR
THE MAKING OF LOANS HEREUNDER.
Each of the delivery of a Borrowing Request or an LC Request and the acceptance
by Borrower of the proceeds of such Credit Extension shall constitute a
representation and warranty by Borrower that on the date of such Credit
Extension (both immediately before and after giving effect to such Credit
Extension and the application of the proceeds thereof)