by the Non-Executing Persons
(subject to each such Designated Lender's consent and its execution and delivery
of an Addendum).
Schedule 1.1A shall automatically be deemed to be amended to
reflect the respective Commitments of the Designated Lenders and the omission of
the Non-Executing Persons as Lenders hereunder.
(B)
CLOSING CERTIFICATE; CERTIFIED CERTIFICATE
OF FORMATION; GOOD STANDING CERTIFICATES.
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED (I) A CERTIFICATE OF EACH LOAN PARTY, DATED THE CLOSING DATE,
SUBSTANTIALLY IN THE FORM OF EXHIBIT C, WITH APPROPRIATE INSERTIONS AND
ATTACHMENTS, INCLUDING THE CERTIFICATE OF INCORPORATION OF EACH LOAN PARTY THAT
IS A CORPORATION CERTIFIED BY THE RELEVANT AUTHORITY OF THE JURISDICTION OF
ORGANIZATION OF SUCH LOAN PARTY OR THE CERTIFICATE OF FORMATION AND LIMITED
LIABILITY COMPANY AGREEMENT OF EACH LOAN PARTY THAT IS A LIMITED LIABILITY
COMPANY, AND (II) A LONG FORM GOOD STANDING CERTIFICATE FOR EACH LOAN PARTY FROM
ITS JURISDICTION OF ORGANIZATION (WHERE AVAILABLE).
(C)
LEGAL OPINIONS.
THE ADMINISTRATIVE AGENT
SHALL HAVE RECEIVED THE FOLLOWING EXECUTED LEGAL OPINIONS:
(i)
the legal opinion of White & Case LLP
counsel to the Borrower and its Subsidiaries, substantially in the form of
Exhibit F; and
(ii)
the legal opinion of local counsel in each
of California, Texas, Michigan and Massachusetts and of such other special and
local counsel as may be required by the Administrative Agent.
55
Each such legal opinion shall cover such other matters incident to the
transactions contemplated by this Agreement as the Administrative Agent may
reasonably require.
(D)
REPRESENTATIONS AND WARRANTIES.
EACH OF THE
REPRESENTATION AND WARRANTIES MADE BY ANY LOAN PARTY IN OR PURSUANT TO THE LOAN
DOCUMENTS SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE
CLOSING DATE.
NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING ON THE CLOSING DATE OR AFTER GIVING EFFECT TO THE EXTENSIONS OF
CREDIT REQUESTED TO BE MADE ON THE CLOSING DATE AND THE APPLICATION OF PROCEEDS
THEREFROM.
(E)
FEES.
THE LENDERS AND THE ADMINISTRATIVE
AGENT SHALL HAVE RECEIVED ALL FEES REQUIRED TO BE PAID, AND ALL REASONABLE AND
DOCUMENTED EXPENSES FOR WHICH INVOICES HAVE BEEN PRESENTED (INCLUDING THE
REASONABLE FEES AND EXPENSES OF LEGAL COUNSEL), AT LEAST ONE (1) DAY PRIOR TO
THE CLOSING DATE.
ALL SUCH AMOUNTS WILL BE PAID WITH PROCEEDS OF LOANS MADE ON
THE CLOSING DATE AND WILL BE REFLECTED IN THE FUNDING INSTRUCTIONS GIVEN BY THE
BORROWER TO THE ADMINISTRATIVE AGENT ON OR BEFORE THE CLOSING DATE.
(F)
PLAN OF REORGANIZATION.
(I)
ALL
CONDITIONS PRECEDENT TO THE CONFIRMATION OF THE PLAN OF REORGANIZATION AND THE
EFFECTIVE DATE (AS DEFINED AND DESCRIBED IN THE PLAN OF REORGANIZATION) IN
RESPECT THEREOF SHALL HAVE BEEN MET OR WAIVED (AND THE WAIVER THEREOF, IF
MATERIAL AND ADVERSE TO THE LENDERS, SHALL HAVE BEEN CONSENTED TO BY THE
ADMINISTRATIVE AGENT), (II) EACH OF THE EFFECTIVE DATE AND THE SUBSTANTIAL
CONSUMMATION OF THE PLAN OF REORGANIZATION SHALL HAVE OCCURRED AND THE PLAN OF
REORGANIZATION, AS CONFIRMED BY THE CONFIRMATION ORDER, SHALL BE IN FULL