THE SECRETARY OR ASSISTANT SECRETARY (OR THE
EQUIVALENT THEREOF) OF EACH CREDIT PARTY, IN EACH CASE, OF ITS BY-LAWS AND OF
ITS BOARD OF DIRECTORS' RESOLUTIONS AND OF RESOLUTIONS OR ACTIONS OF ANY OTHER
BODY AUTHORIZING THE EXECUTION OF THE LOAN DOCUMENTS TO WHICH SUCH CREDIT PARTY
IS A PARTY.
4.1.3
AN INCUMBENCY CERTIFICATE, EXECUTED BY THE SECRETARY OR ASSISTANT
SECRETARY (OR THE EQUIVALENT THEREOF) OF EACH CREDIT PARTY WHICH SHALL IDENTIFY
BY NAME AND TITLE AND BEAR THE SIGNATURES OF THE AUTHORIZED OFFICERS AND ANY
OTHER OFFICERS OF EACH SUCH CREDIT PARTY AUTHORIZED TO SIGN THE LOAN DOCUMENTS
TO WHICH IT IS A PARTY, UPON WHICH CERTIFICATE THE AGENT AND THE LENDERS SHALL
BE ENTITLED TO RELY UNTIL INFORMED OF ANY CHANGE IN WRITING BY THE APPLICABLE
CREDIT PARTY.
4.1.4
A CERTIFICATE REASONABLY ACCEPTABLE TO THE AGENT, SIGNED BY THE CHIEF
FINANCIAL OFFICER OF THE PARENT, STATING THAT ON THE INITIAL CREDIT EXTENSION
DATE (A) NO DEFAULT OR UNMATURED DEFAULT HAS OCCURRED AND IS CONTINUING, (B) ALL
OF THE REPRESENTATIONS AND WARRANTIES IN ARTICLE V SHALL BE TRUE AND CORRECT IN
ALL MATERIAL
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RESPECTS AS OF SUCH DATE AND (C) EXCEPT AS DISCLOSED IN THE IDENTIFIED
DISCLOSURE DOCUMENTS, NO MATERIAL ADVERSE CHANGE IN THE BUSINESS, CONDITION
(FINANCIAL OR OTHERWISE), OPERATIONS, PROPERTIES OR PROSPECTS OF THE PARENT AND
ITS SUBSIDIARIES TAKEN AS A WHOLE, OR THE BORROWER AND ITS SUBSIDIARIES TAKEN AS
A WHOLE, HAS OCCURRED SINCE DECEMBER 31, 2004.
4.1.5
AN INITIAL COMPLIANCE CERTIFICATE, DATED AS OF THE RESTATEMENT EFFECTIVE
DATE AND REFLECTING CALCULATIONS AS OF JUNE 30, 2005, IN SUBSTANTIALLY THE FORM
OF EXHIBIT B HERETO.
4.1.6
WRITTEN OPINIONS OF THE CREDIT PARTIES' US COUNSEL, IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE AGENT AND ADDRESSED TO THE LENDERS, IN
SUBSTANTIALLY THE FORM OF EXHIBIT A HERETO.
4.1.7
ANY NOTES REQUESTED BY A LENDER PURSUANT TO SECTION 2.13 PAYABLE TO THE
ORDER OF EACH SUCH REQUESTING LENDER OR ITS REGISTERED ASSIGNS.
4.1.8
A CERTIFICATE OF VALUE, SOLVENCY AND OTHER APPROPRIATE FACTUAL
INFORMATION IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE AGENT AND
ARRANGER FROM THE CHIEF FINANCIAL OFFICER OR TREASURER OF THE PARENT (ON BEHALF
OF THE PARENT AND ITS SUBSIDIARIES) IN HIS OR HER REPRESENTATIVE CAPACITY
SUPPORTING THE CONCLUSIONS THAT AS OF THE INITIAL CREDIT EXTENSION DATE THE
PARENT AND ITS SUBSIDIARIES ON A CONSOLIDATED BASIS ARE SOLVENT AND WILL BE
SOLVENT SUBSEQUENT TO INCURRING THE INDEBTEDNESS CONTEMPLATED UNDER THE LOAN
DOCUMENTS.
4.1.9
EVIDENCE SATISFACTORY TO THE AGENT THAT THE BORROWER HAS PAID TO THE
AGENT AND THE ARRANGER THE FEES AGREED TO IN THE FEE LETTER DATED AUGUST 19,
2005, AMONG THE AGENT, THE ARRANGER AND THE BORROWER.
4.1.10
SUCH OTHER DOCUMENTS AS ANY LENDER OR ITS COUNSEL MAY HAVE REASONABLY
REQUESTED, INCLUDING, WITHOUT LIMITATION, THOSE DOCUMENTS SET FORTH IN EXHIBIT F
HERETO.
4.2.
EACH CREDIT EXTENSION.
THE LENDERS SHALL NOT (EXCEPT AS OTHERWISE
SET FORTH IN SECTION 2.4.4 WITH RESPECT TO REVOLVING LOANS EXTENDED FOR THE
PURPOSE OF REPAYING SWING LINE LOANS) BE