WHICH IT IS A
PARTY, AND SUCH CONSENTS, LICENSES AND APPROVALS SHALL BE IN FULL FORCE AND
EFFECT, OR (B) STATING THAT NO SUCH CONSENTS, LICENSES OR APPROVALS ARE SO
REQUIRED;
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(VIII)
A CERTIFICATE SIGNED BY A RESPONSIBLE OFFICER OF BORROWER
CERTIFYING (A) THAT THE CONDITIONS SPECIFIED IN SECTIONS 4.02(A) AND (B) HAVE
BEEN SATISFIED, AND (B) THAT THERE HAS BEEN NO EVENT OR CIRCUMSTANCE SINCE THE
DATE OF THE AUDITED FINANCIAL STATEMENTS THAT HAS HAD OR COULD BE REASONABLY
EXPECTED TO HAVE, EITHER INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE
EFFECT;
(IX)
EVIDENCE THAT ALL INSURANCE REQUIRED TO BE MAINTAINED PURSUANT TO
THE LOAN DOCUMENTS HAS BEEN OBTAINED AND IS IN EFFECT;
(X)
A DULY COMPLETED COMPLIANCE CERTIFICATE AS OF THE LAST DAY OF THE
FISCAL QUARTER OF BORROWER MOST RECENTLY ENDED PRIOR TO THE CLOSING DATE, SIGNED
BY A RESPONSIBLE OFFICER OF BORROWER; AND
(XI)
SUCH OTHER ASSURANCES, CERTIFICATES, DOCUMENTS, CONSENTS OR
OPINIONS AS THE LENDER OR THE L/C ISSUER REASONABLY MAY REQUIRE.
(B)
ANY FEES REQUIRED TO BE PAID ON OR BEFORE THE CLOSING DATE SHALL
HAVE BEEN PAID.
(C)
UNLESS WAIVED BY THE LENDER, BORROWER SHALL HAVE PAID ALL FEES,
CHARGES AND DISBURSEMENTS OF COUNSEL TO THE LENDER (DIRECTLY TO SUCH COUNSEL IF
REQUESTED BY THE LENDER) 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
BORROWER AND THE LENDER).
(D)
THE CLOSING DATE SHALL HAVE OCCURRED ON OR BEFORE MAY 2, 2007.
4.02
CONDITIONS TO ALL CREDIT EXTENSIONS.
THE OBLIGATION OF THE LENDER
TO HONOR ANY REQUEST FOR CREDIT EXTENSION IS SUBJECT TO THE FOLLOWING CONDITIONS
PRECEDENT:
(A)
THE REPRESENTATIONS AND WARRANTIES OF EACH 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 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 SHALL EXIST, OR WOULD RESULT FROM SUCH PROPOSED CREDIT
EXTENSION OR FROM THE APPLICATION OF THE PROCEEDS THEREOF.
(C)
THE LENDER AND, IF APPLICABLE, THE L/C ISSUER SHALL HAVE RECEIVED
A REQUEST FOR CREDIT EXTENSION IN ACCORDANCE WITH THE REQUIREMENTS HEREOF.
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(D)
THE LENDER SHALL HAVE RECEIVED, IN FORM AND