IN EACH CASE,
THEIR RESPECTIVE ASSETS IN ANY COURT OR ADMINISTRATIVE FORUM (INCLUDING BUT NOT
LIMITED TO LITIGATION RELATING TO DEBTOR RELIEF LAWS, OR LITIGATION AFFECTING
THE TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS) EXCEPT THAT WHICH HAS BEEN
DISCLOSED TO THE LENDERS IN WRITING.
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(O)
FINANCIAL STATEMENTS; PROJECTIONS.
RECEIPT BY THE ADMINISTRATIVE
AGENT OF:
(I)
THE AUDITED PRE CLOSING FINANCIAL STATEMENTS;
(II)
THE INTERIM PRE CLOSING FINANCIAL STATEMENTS; AND
(III)
SUCH OTHER INFORMATION AS THE ADMINISTRATIVE AGENT MAY REASONABLY
REQUEST.
(P)
NO MATERIAL ADVERSE CHANGE.
THERE SHALL NOT HAVE OCCURRED A CHANGE
WHICH WOULD HAVE A MATERIAL ADVERSE EFFECT WITH RESPECT TO THE OPERATIONS,
FINANCIAL CONDITION OR OTHER CONDITION OF THE LOAN PARTIES AS OF DECEMBER 31,
2006.
(Q)
CLOSING CERTIFICATE.
RECEIPT BY THE ADMINISTRATIVE AGENT OF A
CERTIFICATE EXECUTED BY A RESPONSIBLE OFFICER OF THE BORROWER REPRESENTATIVE
CERTIFYING THAT THE CONDITIONS SPECIFIED IN SECTIONS 4.01(L), 4.01(M) AND
4.01(N), AND SECTION 4.02(A) AND 4.02(B) HAVE BEEN SATISFIED AND THAT THE
REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE V ARE TRUE AND CORRECT AS OF
THE CLOSING DATE.
(R)
INVESTMENT DOCUMENTS.
CONFIRMATION OF OWNERSHIP AND CAPITAL
STRUCTURE OF THE LOAN PARTIES AND RECEIPT BY THE ADMINISTRATIVE AGENT OF THE
CONSTITUENT DOCUMENTS OF THE LOAN PARTIES AND RELATED INVESTMENT AGREEMENTS, IF
ANY.
THERE SHALL BE NO PREFERRED EQUITY SECURITIES OF THE LOAN PARTIES.
(S)
REQUIRED PUC CONSENTS.
RECEIPT BY THE ADMINISTRATIVE AGENT OF
EVIDENCE THAT ALL REQUIRED PUC CONSENTS HAVE BEEN EITHER RECEIVED BY THE
ADMINISTRATIVE AGENT OR, WHERE ONLY FILING IS REQUIRED, PREPARED BY THE
APPLICABLE LOAN PARTIES AND FILED WITH THE APPLICABLE PUC.
(T)
DUE DILIGENCE.
THE ADMINISTRATIVE AGENT SHALL HAVE COMPLETED ITS
LEGAL DUE DILIGENCE WITH RESPECT TO THE LOAN PARTIES, WITH RESULTS SATISFACTORY
TO THE ADMINISTRATIVE AGENT IN ITS SOLE DISCRETION.
SECTION 4.02
CONDITIONS TO ALL CREDIT EXTENSIONS.
The obligation of each Lender and the L/C Issuer to make any Loans or otherwise
issue or incur a Credit Extension (including any Credit Extension on the Closing
Date), is subject to the following conditions precedent:
(A)
THE REPRESENTATIONS AND WARRANTIES OF EACH LOAN PARTY CONTAINED IN
ARTICLE V 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, COMPLETE AND CORRECT IN ALL MATERIAL RESPECTS (UNLESS QUALIFIED AS TO
MATERIALITY, IN WHICH CASE SUCH REPRESENTATIONS AND WARRANTIES ARE TRUE,
COMPLETE AND CORRECT) 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, COMPLETE
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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 OR EVENT OF DEFAULT SHALL EXIST, OR WOULD RESULT FROM
SUCH PROPOSED