TO ALL MATERIAL
ASSETS OF THE COMPANY AND ITS SUBSIDIARIES REFLECTED IN THE INFORMATION
MEMORANDUM OR (III) THAT THE TRANSACTION WILL HAVE A MATERIAL ADVERSE EFFECT.
(F)
THE LENDERS SHALL BE SATISFIED WITH THE PRO FORMA CAPITAL AND
OWNERSHIP STRUCTURE AND THE SHAREHOLDER ARRANGEMENTS OF THE LOAN PARTIES AND
THEIR AFFILIATES AFTER GIVING EFFECT TO THE TRANSACTIONS, INCLUDING, WITHOUT
LIMITATION,
THE RESPECTIVE CHARTER AND BYLAWS (OR EQUIVALENT
DOCUMENT/AGREEMENT) OF EACH LOAN PARTY AND EACH AGREEMENT OR INSTRUMENT RELATING
THERETO.
(G)
NO ACTION, SUIT, INVESTIGATION OR PROCEEDING SHALL BE PENDING OR, TO
THE KNOWLEDGE OF THE BORROWERS OR THE COMPANY, OR ANY SUBSIDIARY THEREOF,
THREATENED IN ANY COURT OR BEFORE ANY ARBITRATOR OR GOVERNMENTAL AUTHORITY THAT
COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(H)
(I) THE SECOND LIEN LOAN DOCUMENTS SHALL BE IN FORM AND SUBSTANCE
SATISFACTORY TO THE ADMINISTRATIVE AGENT AND (II) CONCURRENT WITH THE CLOSING OF
THE FACILITIES AND THE FUNDING OF THE TERM LOAN, THE BORROWERS SHALL HAVE
BORROWED $50,000,000 PURSUANT TO, AND IN ACCORDANCE WITH, THE SECOND LIEN CREDIT
AGREEMENT.
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 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
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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 OR THE
SWING LINE LENDER 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