THE COMPANY ENDED ON DECEMBER 1, 2006, SIGNED
BY A RESPONSIBLE OFFICER OF THE COMPANY; AND
(IX)
SUCH OTHER ASSURANCES, CERTIFICATES,
DOCUMENTS, CONSENTS OR OPINIONS AS THE ADMINISTRATIVE AGENT, THE SWING LINE
LENDER OR THE REQUIRED LENDERS 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 ADMINISTRATIVE AGENT,
THE COMPANY SHALL HAVE PAID ALL FEES, CHARGES AND DISBURSEMENTS OF COUNSEL TO
THE ADMINISTRATIVE AGENT (DIRECTLY TO SUCH COUNSEL IF REQUESTED BY THE
ADMINISTRATIVE AGENT) 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
THE COMPANY AND THE ADMINISTRATIVE AGENT).
(D)
THE CLOSING DATE SHALL HAVE OCCURRED ON OR
BEFORE MARCH 16, 2007.
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
53
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
(I) THE BORROWERS CONTAINED IN ARTICLE V AND (II) EACH LOAN PARTY CONTAINED IN
EACH OTHER LOAN DOCUMENT OR IN ANY DOCUMENT FURNISHED AT ANY TIME UNDER OR IN
CONNECTION HEREWITH OR THEREWITH, (X) THAT IN EITHER CASE (I) OR (II) ARE
QUALIFIED BY MATERIALITY SHALL BE TRUE AND CORRECT ON AND AS OF THE DATE OF SUCH
CREDIT EXTENSION, AND (Y) THAT ARE NOT QUALIFIED BY MATERIALITY, 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 SHALL EXIST, OR WOULD RESULT FROM
SUCH PROPOSED CREDIT EXTENSION OR THE APPLICATION OF THE PROCEEDS THEREOF.
(C)
THE ADMINISTRATIVE AGENT AND, IF
APPLICABLE, THE SWING