SATISFACTORY TO THE ADMINISTRATIVE AGENT AND ITS COUNSEL;
(G)
CLOSING CERTIFICATE.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
A CLOSING CERTIFICATE OF THE BORROWER SUBSTANTIALLY IN THE FORM OF EXHIBIT C
HERETO, DATED AS OF THE CLOSING DATE;
(H)
"KNOW YOUR CUSTOMER" INFORMATION.
THE ADMINISTRATIVE AGENT SHALL
HAVE RECEIVED DOCUMENTATION AND OTHER INFORMATION REQUIRED BY BANK REGULATORY
AUTHORITIES UNDER APPLICABLE "KNOW YOUR CUSTOMER" AND ANTI-MONEY LAUNDERING
RULES AND REGULATIONS, INCLUDING THE USA PATRIOT ACT, TITLE III OF PUB. L.
107-56 (SIGNED INTO LAW OCTOBER 26, 2001) (THE "PATRIOT ACT").
SUCH
DOCUMENTATION SHALL INCLUDE EVIDENCE SATISFACTORY TO THE ADMINISTRATIVE AGENT OF
THE LISTING OF CAPITAL STOCK OF THE BORROWER ON NEW YORK STOCK EXCHANGE;
(I)
CLOSING FEES AND EXPENSES.
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED THE FEES TO BE RECEIVED ON THE CLOSING DATE SEPARATELY AGREED TO
BETWEEN THE ADMINISTRATIVE AGENT AND THE BORROWER AND SHALL HAVE RECEIVED
REIMBURSEMENT OF ALL REASONABLE COSTS AND EXPENSES (INCLUDING REASONABLE FEES
AND EXPENSES OF COUNSEL TO THE ADMINISTRATIVE AGENT, SUBJECT TO LIMITATIONS
CONTAINED IN THE OTHER LOAN DOCUMENTS);
(J)
APPROVALS AND CONSENTS.
ALL REQUISITE GOVERNMENTAL AUTHORITIES
AND THIRD PARTIES SHALL HAVE APPROVED OR CONSENTED TO THE TRANSACTIONS
CONTEMPLATED HEREBY TO THE EXTENT REQUIRED AND ALL APPLICABLE APPEAL PERIODS
SHALL HAVE EXPIRED; AND
(K)
ADDITIONAL MATTERS.
ALL CORPORATE AND OTHER PROCEEDINGS, AND ALL
DOCUMENTS, INSTRUMENTS AND OTHER LEGAL MATTERS IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL
BE REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE ADMINISTRATIVE AGENT,
AND THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED SUCH
29
OTHER APPROVALS, OPINIONS OR DOCUMENTS AS THE ADMINISTRATIVE AGENT, ITS COUNSEL
OR ANY LENDER THROUGH THE ADMINISTRATIVE AGENT MAY REASONABLE REQUEST.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
SECTION 4.01.
REPRESENTATIONS AND WARRANTIES OF THE BORROWER.
TO
INDUCE THE ADMINISTRATIVE AGENT AND THE LENDERS TO ENTER INTO THIS AGREEMENT AND
TO MAKE OR PARTICIPATE IN EXTENSIONS OF CREDIT HEREUNDER, THE BORROWER
REPRESENTS AND WARRANTS AS FOLLOWS:
(A)
FINANCIAL CONDITION.
THE UNAUDITED CONSOLIDATED BALANCE SHEET OF
THE BORROWER AS OF DECEMBER 31, 2003 AND THE RELATED CONSOLIDATED STATEMENTS OF
INCOME, RETAINED EARNINGS AND CASH FLOWS FOR THE FISCAL YEAR ENDED ON SUCH DATE,
COPIES OF WHICH HAVE HERETOFORE BEEN FURNISHED TO THE LENDERS, PRESENT FAIRLY
THE CONSOLIDATED FINANCIAL CONDITION OF THE BORROWER AND ITS CONSOLIDATED
SUBSIDIARIES AS AT SUCH DATE, AND THE RESULTS OF THEIR OPERATIONS AND THEIR
RETAINED EARNINGS AND CASH FLOWS FOR EACH OF THE FISCAL PERIODS THEN ENDED.
ALL
SUCH FINANCIAL STATEMENTS, INCLUDING THE RELATED SCHEDULES AND NOTES THERETO
RELATING TO THE UNAUDITED FINANCIALS, HAVE BEEN PREPARED IN ACCORDANCE WITH GAAP
APPLIED CONSISTENTLY THROUGHOUT THE PERIODS INVOLVED.
(B)
NO CHANGE.
SINCE DECEMBER 31, 2003, EXCEPT AS DISCLOSED TO THE
LENDERS THROUGH DOCUMENTS POSTED ON THE SYNDTRAK INTERNET WEBSITE FOR THIS
TRANSACTION PRIOR TO THE DATE HEREOF, OR DESCRIBED IN THE SEC REPORTS FILED
PRIOR TO THE DATE HEREOF, THERE HAS BEEN NO DEVELOPMENT OR EVENT WHICH HAS HAD,
OR COULD REASONABLY BE EXPECTED TO HAVE, A MATERIAL ADVERSE EFFECT.
(C)
CORPORATE