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 (TITLE III OF PUB. L. 107-56
(SIGNED INTO LAW OCTOBER 26, 2001)) (THE "PATRIOT ACT").
(N)
NO MATERIAL CHANGES IN GOVERNMENTAL REGULATIONS OR
POLICIES AFFECTING ANY LOAN PARTY OR ANY CREDIT PARTY SHALL HAVE OCCURRED PRIOR
TO THE CLOSING DATE.
(O)
THE CLOSING DATE SHALL HAVE OCCURRED ON OR BEFORE
JANUARY 31, 2009.
THE ADMINISTRATIVE AGENT SHALL NOTIFY THE LEAD BORROWER AND
THE LENDERS OF THE CLOSING DATE, AND SUCH NOTICE SHALL BE CONCLUSIVE AND BINDING
ON THE LOAN PARTIES.
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 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 Conversion/Continuation Notice requesting only a
conversion of Committed Loans to the other Type or a continuation of LIBO Rate
Loans) and of each L/C Issuer to issue each Letter of Credit is subject to the
following conditions precedent:
(A)
THE REPRESENTATIONS AND WARRANTIES OF THE LEAD
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 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 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 OR EVENT OF 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.
(D)
NO EVENT OR CIRCUMSTANCE WHICH COULD REASONABLY BE
EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT SHALL HAVE OCCURRED.
Each Request for Credit Extension (other than a Conversion/Continuation Notice
requesting only a conversion of Committed Loans to the other Type or a
continuation of LIBO Rate Loans) submitted by the Lead Borrower shall be deemed
to be a representation and warranty by