ITS INCORPORATION
OR ORGANIZATION;
(V)
LONG-FORM CERTIFICATES OF GOOD STANDING OF
THE COMPANY AND THE INITIAL GUARANTORS, AS OF A DATE ACCEPTABLE TO THE AGENT,
FROM SUCH GOVERNMENTAL OFFICIAL;
(VI)
CERTIFICATES OF THE SECRETARY OR AN ASSISTANT
SECRETARY OF THE COMPANY AND THE INITIAL GUARANTORS, DATED THE EFFECTIVE DATE,
CERTIFYING (A) THAT ATTACHED THERETO IS A TRUE AND COMPLETE COPY OF THE
ORGANIZATIONAL DOCUMENTS OF THE COMPANY OR SUCH GUARANTOR AS IN EFFECT ON SUCH
DATE, (B) THAT ATTACHED THERETO IS A TRUE AND COMPLETE COPY OF RESOLUTIONS DULY
ADOPTED BY THE BOARD OF DIRECTORS, SOLE SHAREHOLDER OR OTHER GOVERNING BODY OF
THE COMPANY OR SUCH GUARANTOR, AUTHORIZING THE EXECUTION, DELIVERY AND
PERFORMANCE OF THE LOAN DOCUMENTS TO WHICH IT IS A PARTY AND, IN THE CASE OF THE
COMPANY, THE BORROWINGS THEREUNDER, AND CERTIFYING THAT SUCH RESOLUTIONS HAVE
NOT BEEN MODIFIED, RESCINDED OR AMENDED AND ARE IN FULL FORCE AND EFFECT,
(C) THAT THE ARTICLES OR CERTIFICATE OF INCORPORATION OR ORGANIZATION OF THE
COMPANY OR SUCH GUARANTOR HAVE NOT BEEN AMENDED SINCE THE DATE OF THE LAST
AMENDMENT THERETO SHOWN ON THE CERTIFICATE OF GOOD STANDING FURNISHED PURSUANT
TO SECTION 3.1(A)(IV), AND (D) AS TO THE AUTHORITY, INCUMBENCY AND SPECIMEN
SIGNATURE OF EACH OFFICER EXECUTING ANY LOAN DOCUMENT OR ANY OTHER DOCUMENT
DELIVERED IN CONNECTION HEREWITH OR THEREWITH ON BEHALF OF THE COMPANY OR SUCH
GUARANTOR;
(VII)
THE HISTORICAL FINANCIAL STATEMENTS;
(VIII)
THE FAVORABLE WRITTEN OPINION OF LATHAM & WATKINS
LLP, COUNSEL FOR THE COMPANY AND ITS SUBSIDIARIES, ADDRESSED TO THE LENDERS, AS
TO THE MATTERS AND TO THE EFFECT SET FORTH IN EXHIBIT D-1 AND (B) GENERAL
COUNSEL OF THE COMPANY, AS TO THE MATTERS AND TO THE EFFECT SET FORTH IN EXHIBIT
D-2; AND
(IX)
A CERTIFICATE OF THE APPROPRIATE FINANCIAL
OFFICER OF THE COMPANY TO THE EFFECT THAT, AS OF THE EFFECTIVE DATE, THE
REPRESENTATIONS AND WARRANTIES OF THE COMPANY SET FORTH HEREIN AND OF EACH
INITIAL GUARANTOR SET FORTH
22
IN ITS GUARANTY ARE TRUE AND CORRECT, AND THAT NO EVENT OF DEFAULT OR UNMATURED
EVENT OF DEFAULT HAS OCCURRED OR WILL EXIST.
(B)
THE AGENT AND THE LENDERS SHALL HAVE RECEIVED ALL FEES AND OTHER
AMOUNTS DUE AND PAYABLE BY THE COMPANY TO THE AGENT AND THE LENDERS UNDER, OR AS
CONTEMPLATED BY, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT ON OR PRIOR TO THE
EFFECTIVE DATE, INCLUDING, BUT NOT LIMITED TO, THE REASONABLE FEES AND EXPENSES
OF COUNSEL TO THE AGENT PAYABLE PURSUANT TO SECTION 8.3.
(C)
THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY CONTAINED IN
ARTICLE IV AND OF EACH GUARANTOR CONTAINED IN ITS GUARANTY SHALL BE TRUE AND
CORRECT ON AND AS OF THE EFFECTIVE DATE.
(D)
THE COMPANY SHALL HAVE PERFORMED AND COMPLIED WITH ALL AGREEMENTS,
TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT REQUIRED TO BE PERFORMED OR
COMPLIED WITH BY THE COMPANY PRIOR TO OR SIMULTANEOUSLY WITH THE EFFECTIVE DATE.
(E)
PRIOR TO THE EFFECTIVE DATE, THE AGENT SHALL HAVE RECEIVED ALL
DOCUMENTATION AND OTHER INFORMATION REQUIRED BY