EFFECT ON THE CLOSING DATE, CERTIFIED BY THE
SECRETARY OR ASSISTANT SECRETARY OF THE BORROWER AS OF THE CLOSING DATE; AND
(II)
A GOOD STANDING CERTIFICATE FOR THE
BORROWER FROM THE SECRETARY OF STATE (OR SIMILAR, APPLICABLE GOVERNMENTAL
AUTHORITY) OF ITS STATE OF INCORPORATION AND THE STATE OF ITS PRINCIPAL PLACE OF
BUSINESS AS OF A RECENT DATE;
(D)
LEGAL OPINIONS.
AN OPINION OF ROBERT W.
SKELTON, GENERAL COUNSEL TO THE BORROWER AND ADDRESSED TO THE ADMINISTRATIVE
AGENT, AND THE LENDERS, IN FORM AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE
AGENT;
(E)
PAYMENT OF FEES.
EVIDENCE OF PAYMENT BY
THE BORROWER OF ALL ACCRUED AND UNPAID FEES, TO THE EXTENT THEN DUE AND PAYABLE
ON THE CLOSING DATE, INCLUDING WITHOUT LIMITATION ALL ACCRUED INTEREST AND FEES
DUE AND OWING UNDER THE EXISTING CREDIT AGREEMENTS;
(F)
CERTIFICATE.
A CERTIFICATE SIGNED BY A
RESPONSIBLE OFFICER ON BEHALF OF THE BORROWER, DATED AS OF THE CLOSING DATE,
STATING:
(I)
THAT THE REPRESENTATIONS AND WARRANTIES
CONTAINED IN ARTICLE V ARE TRUE AND CORRECT ON AND AS OF SUCH DATE, AS THOUGH
MADE ON AND AS OF SUCH DATE;
(II)
THAT NO DEFAULT OR EVENT OF DEFAULT EXISTS
OR WOULD RESULT FROM ANY BORROWING BEING MADE ON THE CLOSING DATE;
(III)
THAT THERE HAS OCCURRED SINCE NOVEMBER 30,
2003, NO EVENT OR CIRCUMSTANCE THAT HAS RESULTED OR COULD REASONABLY BE EXPECTED
TO RESULT IN A MATERIAL ADVERSE EFFECT; AND
(IV)
THE CURRENT DEBT RATINGS.
(G)
EXISTING CREDIT AGREEMENTS.
EVIDENCE THAT
EACH OF THE EXISTING CREDIT AGREEMENTS HAS BEEN TERMINATED AND ANY REVOLVING
LOANS OR OTHER MONETARY OBLIGATIONS UNDER THE EXISTING CREDIT AGREEMENTS HAVE
BEEN PAID IN FULL OR REFINANCED ON THE CLOSING DATE WITH CREDIT EXTENSIONS
HEREUNDER.
(H)
OTHER DOCUMENTS.
SUCH OTHER APPROVALS,
OPINIONS, DOCUMENTS OR MATERIALS AS THE ADMINISTRATIVE AGENT OR ANY LENDER MAY
REASONABLY REQUEST.
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 COMMITTED
LOAN NOTICE REQUESTING ONLY A CONVERSION OF COMMITTED LOANS TO THE OTHER TYPE,
OR A CONTINUATION OF EUROCURRENCY RATE COMMITTED LOANS) IS SUBJECT TO THE
FOLLOWING CONDITIONS PRECEDENT:
(A)
THE REPRESENTATIONS AND WARRANTIES OF THE
BORROWER CONTAINED IN ARTICLE V (OTHER THAN SECTIONS 5.06 AND 5.07) 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 ON AND
AS OF THE DATE OF SUCH CREDIT EXTENSION, EXCEPT TO THE EXTENT