DOCUMENTS TO
WHICH IT IS A PARTY;
CERTIFIED COPIES OF THE ARTICLES OF INCORPORATION OR OTHER CHARTER DOCUMENTS OF
EACH LOAN PARTY (OTHER THAN THE CO-BORROWER),
TOGETHER WITH CERTIFICATES OF
GOOD STANDING OR EXISTENCE, AS MAY BE AVAILABLE FROM THE SECRETARY OF STATE OF
THE JURISDICTION OF INCORPORATION OF SUCH LOAN PARTY (OTHER THAN THE
CO-BORROWER) AND WITH RESPECT TO THE BORROWER THE STATES OF TEXAS, FLORIDA,
OHIO, NORTH CAROLINA AND VIRGINIA WHERE THE BORROWER IS REQUIRED TO BE QUALIFIED
TO DO BUSINESS AS A FOREIGN CORPORATION;
A FAVORABLE WRITTEN OPINION OF KILPATRICK STOCKTON, LLP, COUNSEL TO THE LOAN
PARTIES, 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;
A CERTIFICATE, DATED THE CLOSING DATE AND SIGNED BY A RESPONSIBLE OFFICER,
CONFIRMING COMPLIANCE WITH THE CONDITIONS SET FORTH IN PARAGRAPHS (A), (B) AND
(C) OF SECTION 3.2 AND CONFIRMING COMPLIANCE WITH SECTION 6.2 AFTER GIVING
EFFECT TO THE USE OF PROCEEDS OF THE INITIAL LOANS;
CERTIFIED COPIES OF ALL CONSENTS, APPROVALS, AUTHORIZATIONS, REGISTRATIONS AND
FILINGS AND ORDERS REQUIRED OR ADVISABLE TO BE MADE OR OBTAINED UNDER ANY
REQUIREMENT OF LAW, OR BY ANY CONTRACTUAL OBLIGATION OF EACH LOAN PARTY, IN
CONNECTION WITH THE EXECUTION, DELIVERY, PERFORMANCE, VALIDITY AND
ENFORCEABILITY OF THE TRANSACTION 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
CERTIFICATES OF INSURANCE ISSUED ON BEHALF OF INSURERS OF THE BORROWER AND ALL
GUARANTORS, DESCRIBING IN REASONABLE DETAIL THE TYPES AND AMOUNTS OF INSURANCE
(PROPERTY AND LIABILITY) MAINTAINED BY THE BORROWER AND ALL GUARANTORS, NAMING
ADMINISTRATIVE AGENT AS ADDITIONAL INSURED ON ALL LIABILITY POLICIES; AND
SUCH OTHER DOCUMENTS, CERTIFICATES, INFORMATION OR LEGAL OPINIONS AS THE
ADMINISTRATIVE AGENT OR THE LENDERS MAY REASONABLY REQUEST, ALL IN FORM AND
SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT AND THE LENDERS.
EACH CREDIT EVENT.
THE OBLIGATION OF EACH LENDER TO MAKE A LOAN ON THE
OCCASION OF ANY BORROWING AND OF THE ISSUING BANK TO ISSUE, AMEND, RENEW OR
EXTEND ANY LETTER OF CREDIT IS SUBJECT TO THE SATISFACTION OF THE FOLLOWING
CONDITIONS:
AT THE TIME OF AND IMMEDIATELY AFTER GIVING EFFECT TO SUCH BORROWING OR THE
ISSUANCE, AMENDMENT, RENEWAL OR EXTENSION OF SUCH LETTER OF CREDIT, AS
APPLICABLE, NO DEFAULT OR EVENT OF DEFAULT SHALL EXIST; AND
ALL REPRESENTATIONS AND WARRANTIES OF EACH LOAN PARTY SET FORTH
IN THE LOAN
DOCUMENTS SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE
DATE OF SUCH BORROWING OR THE DATE OF ISSUANCE, AMENDMENT, EXTENSION OR RENEWAL
OF SUCH LETTER OF CREDIT, IN EACH CASE BEFORE AND AFTER GIVING EFFECT THERETO;
AND
SINCE THE DATE OF THE FINANCIAL STATEMENTS OF THE BORROWER DESCRIBED IN
SECTION 4.4, THERE SHALL HAVE BEEN NO CHANGE WHICH HAS HAD OR COULD REASONABLY