THE PATRIOT ACT, IN EACH CASE AT
LEAST 5 BUSINESS DAYS PRIOR TO THE CLOSING DATE AND (II) AT LEAST 5 BUSINESS
DAYS PRIOR TO THE CLOSING DATE, ANY BORROWER
THAT QUALIFIES AS A "LEGAL ENTITY
CUSTOMER" UNDER THE BENEFICIAL OWNERSHIP REGULATION SHALL HAVE DELIVERED, TO
EACH LENDER THAT SO REQUESTS, A BENEFICIAL OWNERSHIP CERTIFICATION IN RELATION
TO SUCH BORROWER.
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 make any Credit Extension is subject to the
following conditions precedent:
(A)
THE REPRESENTATIONS AND WARRANTIES OF (I) THE BORROWERS
CONTAINED IN ARTICLE V (EXCEPT, WITH RESPECT TO CREDIT EXTENSIONS, FOR THE
REPRESENTATIONS AND WARRANTIES IN SECTIONS 5.05(B) AND 5.06) AND (II) EACH LOAN
PARTY CONTAINED IN EACH OTHER LOAN DOCUMENT, SHALL BE TRUE AND CORRECT IN ALL
MATERIAL RESPECTS EXCEPT THAT ALL REPRESENTATIONS AND WARRANTIES THAT ARE
QUALIFIED BY MATERIALITY ARE TRUE AND CORRECT IN ALL 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 (OR TRUE AND CORRECT IN ALL
RESPECTS FOR ANY SUCH REPRESENTATIONS OR WARRANTIES THAT ARE QUALIFIED BY
MATERIALITY) AS OF SUCH EARLIER DATE.
(B)
NO DEFAULT SHALL EXIST, OR WOULD RESULT FROM SUCH PROPOSED
CREDIT EXTENSION.
(C)
THE ADMINISTRATIVE AGENT AND, IF APPLICABLE, THE APPLICABLE
L/C ISSUER OR THE SWING LINE LENDER SHALL HAVE RECEIVED A REQUEST FOR CREDIT
EXTENSION IN ACCORDANCE WITH THE REQUIREMENTS HEREOF.
(D)
IN THE CASE OF A CREDIT EXTENSION TO BE DENOMINATED IN AN
ALTERNATIVE CURRENCY, THERE SHALL NOT HAVE OCCURRED ANY CHANGE IN NATIONAL OR
INTERNATIONAL FINANCIAL, POLITICAL OR ECONOMIC CONDITIONS OR CURRENCY EXCHANGE
RATES OR EXCHANGE CONTROLS WHICH IN THE REASONABLE OPINION OF THE ADMINISTRATIVE
AGENT WOULD MAKE IT IMPRACTICABLE FOR SUCH CREDIT EXTENSION TO BE DENOMINATED IN
THE RELEVANT ALTERNATIVE CURRENCY.
Each 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
Eurocurrency Rate Loans) submitted by any Borrower shall be deemed to be a
representation and warranty that the conditions specified in Sections 4.02(a)
and (b)
have been satisfied on and as of the date of the applicable Credit
Extension.
ARTICLE V.
REPRESENTATIONS AND WARRANTIES
Each Borrower represents and warrants to the Administrative Agent and the
Lenders that:
75
ActiveUS 170689984v.4
5.01.
EXISTENCE, QUALIFICATION AND POWER
.
Each Loan