SIGNATURE OF EACH OFFICER OF SUCH LOAN PARTY EXECUTING THE
LOAN DOCUMENTS TO WHICH IT IS A PARTY;
49
(XIV)
CERTIFIED COPIES OF THE ARTICLES OR CERTIFICATE OF INCORPORATION,
CERTIFICATE OF ORGANIZATION OR LIMITED PARTNERSHIP, OR OTHER REGISTERED
ORGANIZATIONAL DOCUMENTS OF EACH LOAN PARTY, TOGETHER WITH CERTIFICATES OF GOOD
STANDING OR EXISTENCE, AS MAY BE AVAILABLE FROM THE SECRETARY OF STATE OF THE
JURISDICTION OF ORGANIZATION OF SUCH LOAN PARTY AND EACH OTHER JURISDICTION
WHERE SUCH LOAN PARTY IS REQUIRED TO BE QUALIFIED TO DO BUSINESS AS A FOREIGN
CORPORATION;
(XV)
A FAVORABLE WRITTEN OPINION OF COUNSEL TO THE LOAN PARTIES,
INCLUDING OPINIONS IN RESPECT OF THE LAWS OF EACH STATE WHERE SUCH ENTITIES WERE
ORGANIZED, WHERE ANY REAL PROPERTY COLLATERAL IS LOCATED, AND OF EACH COUNTRY
WHERE THE CAPITAL STOCK OF ANY NON-U.S. SUBSIDIARY IS BEING PLEDGED, ADDRESSED
TO THE ADMINISTRATIVE AGENT AND EACH OF THE LENDERS, AND COVERING SUCH MATTERS
RELATING TO THE LOAN PARTIES, THE LOAN DOCUMENTS AND THE TRANSACTIONS
CONTEMPLATED THEREIN AS THE ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS SHALL
REASONABLY REQUEST;
(XVI)
A CERTIFICATE IN THE FORM OF EXHIBIT 3.1(B)(XVI), DATED THE
CLOSING DATE AND SIGNED BY A RESPONSIBLE OFFICER, CERTIFYING THAT (X) NO DEFAULT
OR EVENT OF DEFAULT EXISTS, (Y) ALL REPRESENTATIONS AND WARRANTIES OF EACH LOAN
PARTY SET FORTH IN THE LOAN DOCUMENTS ARE TRUE AND CORRECT AND (Z) SINCE THE
DATE OF THE CONSOLIDATED FINANCIAL STATEMENTS OF UIC DESCRIBED IN SECTION 4.4,
THERE SHALL HAVE BEEN NO CHANGE WHICH HAS HAD OR COULD REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT;
(XVII)
CERTIFIED COPIES OF ALL CONSENTS, APPROVALS, AUTHORIZATIONS,
REGISTRATIONS AND FILINGS AND ORDERS REQUIRED TO BE MADE OR OBTAINED UNDER ANY
REQUIREMENT OF LAW, OR BY ANY MATERIAL CONTRACTUAL OBLIGATION OF EACH LOAN
PARTY, IN CONNECTION WITH THE EXECUTION, DELIVERY, PERFORMANCE, VALIDITY AND
ENFORCEABILITY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED
THEREBY, AND SUCH CONSENTS, APPROVALS, AUTHORIZATIONS, REGISTRATIONS, FILINGS
AND ORDERS SHALL BE IN FULL FORCE AND EFFECT AND ALL APPLICABLE WAITING PERIODS
SHALL HAVE EXPIRED, AND NO INVESTIGATION OR INQUIRY BY ANY GOVERNMENTAL
AUTHORITY REGARDING THE LOANS OR ANY TRANSACTION BEING FINANCED WITH THE
PROCEEDS THEREOF SHALL BE ONGOING;
(XVIII)
COPIES OF (A) THE QUARTERLY FINANCIAL STATEMENTS OF UIC AND ITS
SUBSIDIARIES ON A CONSOLIDATED AND CONSOLIDATING BASIS FOR THE FISCAL QUARTER
ENDING ON MARCH 31, 2007, AND (B) THE AUDITED CONSOLIDATED AND UNAUDITED
CONSOLIDATING FINANCIAL STATEMENTS FOR UIC AND ITS SUBSIDIARIES FOR THE FISCAL
YEARS ENDING DECEMBER 31, 2004, 2005 AND 2006, RECEIPT OF WHICH, IN EACH CASE,
IS ACKNOWLEDGED BY THE ADMINISTRATIVE AGENT'S SIGNATURE TO THIS AGREEMENT;
(XIX)
A DULY COMPLETED AND EXECUTED CERTIFICATE OF THE TYPE DESCRIBED
IN SECTION 5.1(B) INCLUDING CALCULATIONS OF THE FINANCIAL COVENANTS SET FORTH IN
ARTICLE VI HEREOF AS OF MARCH 31, 2007;
50
(XX)
CERTIFIED COPIES OF ALL AGREEMENTS, INDENTURES OR NOTES GOVERNING
THE TERMS OF ANY MATERIAL INDEBTEDNESS AND ALL OTHER MATERIAL AGREEMENTS,
DOCUMENTS AND INSTRUMENTS TO WHICH ANY LOAN PARTY OR ANY OF ITS