3.01(A)(IV) WERE ADOPTED AND ON THE DATE OF THE INITIAL EXTENSION OF
CREDIT, (C) THE DUE INCORPORATION/ORGANIZATION AND GOOD STANDING OR VALID
EXISTENCE OF SUCH LOAN PARTY AS A CORPORATION OR LIMITED LIABILITY COMPANY
ORGANIZED UNDER THE LAWS OF THE JURISDICTION OF ITS INCORPORATION OR
ORGANIZATION, AND THE ABSENCE OF ANY PROCEEDING FOR THE DISSOLUTION OR
LIQUIDATION OF SUCH LOAN PARTY, (D) THE TRUTH OF THE REPRESENTATIONS AND
WARRANTIES CONTAINED IN THE LOAN DOCUMENTS AS THOUGH MADE ON AND AS OF THE DATE
OF THE INITIAL EXTENSION OF CREDIT AND (E) THE ABSENCE OF ANY EVENT OCCURRING
AND CONTINUING, OR RESULTING FROM THE INITIAL EXTENSION OF CREDIT, THAT
CONSTITUTES A DEFAULT.
(VIII)
A CERTIFICATE OF A RESPONSIBLE OFFICER OF EACH LOAN PARTY
CERTIFYING THE NAMES AND TRUE SIGNATURES OF THE OFFICERS OF SUCH LOAN PARTY
AUTHORIZED TO SIGN EACH TRANSACTION DOCUMENT TO WHICH IT IS OR IS TO BE A PARTY
AND THE OTHER DOCUMENTS TO BE DELIVERED HEREUNDER AND THEREUNDER.
(IX)
CERTIFIED COPIES OF EACH OF THE RELATED DOCUMENTS, DULY EXECUTED
BY THE PARTIES THERETO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE LENDER
PARTIES, TOGETHER WITH ALL AGREEMENTS, INSTRUMENTS AND OTHER DOCUMENTS DELIVERED
IN CONNECTION THEREWITH AS THE ADMINISTRATIVE AGENTS OR THE JOINT LEAD ARRANGERS
SHALL REQUEST.
(X)
CERTIFICATES, IN SUBSTANTIALLY THE FORM OF EXHIBIT F, ATTESTING
TO THE SOLVENCY OF EACH LOAN PARTY INDIVIDUALLY AND TOGETHER WITH ITS
SUBSIDIARIES, TAKEN AS A WHOLE, BEFORE AND AFTER GIVING EFFECT TO THE
TRANSACTION, FROM ITS CHIEF FINANCIAL OFFICER, IF ANY, OR OTHER RESPONSIBLE
OFFICER IF NONE.
48
(XI)
AUDITED ANNUAL FINANCIAL STATEMENTS DATED DECEMBER 31, 2006,
INTERIM FINANCIAL STATEMENTS DATED THE END OF THE MOST RECENT FISCAL QUARTER FOR
WHICH FINANCIAL STATEMENTS ARE AVAILABLE, PRO FORMA CONSOLIDATED FINANCIAL
STATEMENTS AS TO THE BORROWER AND ITS SUBSIDIARIES AND FORECASTS PREPARED BY
MANAGEMENT OF THE BORROWER, IN FORM AND SUBSTANCE SATISFACTORY TO THE
ADMINISTRATIVE AGENTS AND THE JOINT LEAD ARRANGERS, OF BALANCE SHEETS, INCOME
STATEMENTS AND CASH FLOW STATEMENTS ON AN ANNUAL BASIS FOR EACH YEAR FOLLOWING
THE EFFECTIVE DATE UNTIL THE TERMINATION DATE.
(XII)
A NOTICE OF BORROWING OR NOTICE OF ISSUANCE, AS APPLICABLE,
RELATING TO THE INITIAL EXTENSION OF CREDIT.
(XIII)
FAVORABLE OPINIONS OF BARRETT & MCNAGNY, LLP AND GREENBERG
TRAURIG LLP COUNSEL FOR THE LOAN PARTIES, IN SUBSTANTIALLY THE FORMS OF
RESPECTIVELY EXHIBITS G-1 AND G-2 HERETO AND AS TO SUCH OTHER MATTERS AS THE
ADMINISTRATIVE AGENTS OR THE JOINT LEAD ARRANGERS MAY REASONABLY REQUEST.
(XIV)
EVIDENCE SATISFACTORY TO THE ADMINISTRATIVE AGENTS AND THE JOINT
LEAD ARRANGERS THAT CT CORPORATION SYSTEM SHALL HAVE BEEN APPOINTED AS PROCESS
AGENT UNDER SECTION 8.12 HEREOF.
(B)
THE ADMINISTRATIVE AGENTS AND THE JOINT LEAD ARRANGERS SHALL BE
SATISFIED WITH THE CORPORATE AND LEGAL STRUCTURE AND CAPITALIZATION OF EACH LOAN
PARTY AND EACH OF ITS SUBSIDIARIES THE EQUITY INTERESTS IN WHICH SUBSIDIARIES
ARE BEING PLEDGED PURSUANT TO THE LOAN DOCUMENTS, INCLUDING THE TERMS AND
CONDITIONS OF THE CHARTER, BYLAWS AND EACH CLASS OF EQUITY INTEREST IN EACH LOAN
PARTY AND EACH SUCH