(r) The Lenders shall have determined (such determination to be
made in good faith) that no disruption or adverse change in the financial,
banking or capital markets has occurred since November 14, 1997 and is
continuing on the Effective Date, which disruption or change is material in
connection with the Loans hereunder or other transactions contemplated by this
The Syndication Agent shall notify the Borrower, the Administrative
Agent and the Lenders of the Effective Date, and such notice shall be conclusive
and binding. Notwithstanding the foregoing, the obligations of the Lenders to
make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall
not become effective unless each of the foregoing conditions is satisfied (or
waived pursuant to Section 9.02) at or prior to 3:00 p.m., New York City time,
on the earlier to occur of (i) October 31, 1998 and (ii) the date (as it may be
extended from time to time) on which the Purchase Agreement terminates (and, in
the event such conditions are not so satisfied or waived, the Commitments shall
terminate at such time).
SECTION 4.02. Each Credit Event. The obligation of each Lender to make
a Loan on the occasion of any Borrowing, and of the Issuing Bank to issue,
amend, renew or extend any Letter of Credit, is subject to the satisfaction of
the following conditions:
(a) The Effective Date shall have occurred.
(b) The representations and warranties of the Obligors set forth in
the Loan Documents shall be true and correct on and as of the date of such
Borrowing or the date of issuance, amendment, renewal or extension of such
Letter of Credit, as applicable.
(c) At the time of and immediately after giving effect to such
Borrowing or the issuance, amendment, renewal or extension of such Letter of
Credit, as applicable, no Default shall have occurred and be continuing.
Each Borrowing and each issuance, amendment, renewal or extension of a
Letter of Credit shall be deemed to constitute a representation and warranty by
the Borrower on the date thereof as to the matters specified in paragraphs (a),
(b) and (c) of this Section.
It is understood that the provisions set forth in this Section do not
apply to any conversion or continuation of a Borrowing pursuant to Section 2.06.