SHALL BE REASONABLY SATISFIED THAT ANY
FINANCIAL STATEMENTS DELIVERED TO IT FAIRLY PRESENT THE BUSINESS AND FINANCIAL
CONDITION OF THE LOAN PARTIES AND THAT THERE HAS BEEN NO MATERIAL ADVERSE EFFECT
SINCE THE DATE OF THE MOST RECENT FINANCIAL INFORMATION DELIVERED TO THE
ADMINISTRATIVE AGENT.
(E)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED AND BE SATISFIED WITH
(I) A DETAILED FORECAST FOR THE PERIOD COMMENCING ON THE CLOSING DATE AND ENDING
WITH THE END OF THE THEN FISCAL YEAR, WHICH CONDITION SHALL BE DEEMED TO HAVE
BEEN SATISFIED BY THE ADMINISTRATIVE AGENT'S RECEIPT OF THE LENDER PRESENTATION
DATED JUNE 2, 2008.
79
(F)
THERE SHALL NOT BE PENDING ANY LITIGATION OR OTHER PROCEEDING,
THE RESULT OF WHICH, EITHER INDIVIDUALLY OR IN THE AGGREGATE, COULD REASONABLY
BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(G)
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY SHALL NOT
VIOLATE ANY APPLICABLE LAW OR ANY ORGANIZATION DOCUMENT.
(H)
THE BORROWERS SHALL HAVE ENTERED INTO THE NOTE PURCHASE FACILITY,
AND THE TERMS OF, AND THE DOCUMENTATION EVIDENCING, THE NOTE PURCHASE FACILITY
SHALL BE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT.
(I)
ALL FEES REQUIRED TO BE PAID TO THE AGENTS ON OR BEFORE THE
CLOSING DATE SHALL HAVE BEEN PAID IN FULL, AND ALL FEES REQUIRED TO BE PAID TO
THE LENDERS ON OR BEFORE THE CLOSING DATE SHALL HAVE BEEN PAID IN FULL.
(J)
THE BORROWERS SHALL HAVE PAID ALL FEES, CHARGES AND DISBURSEMENTS
OF COUNSEL TO THE 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 BORROWERS AND THE ADMINISTRATIVE AGENT).
(K)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED 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 USA PATRIOT ACT.
(L)
NO MATERIAL CHANGES IN GOVERNMENTAL REGULATIONS OR POLICIES
AFFECTING ANY LOAN PARTY OR ANY CREDIT PARTY SHALL HAVE OCCURRED PRIOR TO THE
CLOSING DATE.
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 LIBO Rate Loans) is subject to the following conditions
precedent:
(A)
THE REPRESENTATIONS AND WARRANTIES OF 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 IN ALL MATERIAL RESPECTS 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 IN ALL MATERIAL RESPECTS AS