EACH LENDER AND THE LEAD
BORROWER;
(II)
A NOTE EXECUTED BY THE BORROWERS IN FAVOR OF EACH
LENDER REQUESTING A NOTE;
(III)
SUCH CERTIFICATES OF RESOLUTIONS OR OTHER ACTION,
INCUMBENCY CERTIFICATES AND/OR OTHER CERTIFICATES OF RESPONSIBLE OFFICERS OF
EACH LOAN PARTY AS THE ADMINISTRATIVE AGENT MAY REQUIRE EVIDENCING (A) THE
AUTHORITY OF EACH LOAN PARTY TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS TO WHICH SUCH LOAN PARTY IS A PARTY OR IS TO BE A PARTY AND (B) THE
IDENTITY, AUTHORITY AND CAPACITY OF EACH RESPONSIBLE OFFICER THEREOF AUTHORIZED
TO ACT AS A RESPONSIBLE OFFICER IN CONNECTION WITH THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS TO WHICH SUCH LOAN PARTY IS A PARTY OR IS TO BE A PARTY;
(IV)
COPIES OF EACH LOAN PARTY'S ORGANIZATION DOCUMENTS AND
SUCH OTHER DOCUMENTS AND CERTIFICATIONS AS THE ADMINISTRATIVE AGENT MAY
REASONABLY REQUIRE TO EVIDENCE THAT EACH LOAN PARTY IS DULY ORGANIZED OR FORMED,
AND THAT EACH LOAN PARTY IS VALIDLY EXISTING, IN GOOD STANDING AND QUALIFIED TO
ENGAGE IN BUSINESS IN EACH JURISDICTION WHERE ITS OWNERSHIP, LEASE OR OPERATION
OF PROPERTIES OR THE CONDUCT OF ITS BUSINESS REQUIRES SUCH QUALIFICATION, EXCEPT
TO THE EXTENT THAT FAILURE TO DO SO COULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT;
(V)
A FAVORABLE OPINION OF MORGAN, LEWIS & BOCKIUS LLP,
COUNSEL TO THE LOAN PARTIES, ADDRESSED TO THE ADMINISTRATIVE AGENT AND EACH
LENDER, AS TO SUCH MATTERS CONCERNING THE LOAN PARTIES AND THE LOAN DOCUMENTS AS
THE ADMINISTRATIVE AGENT MAY REASONABLY REQUEST (INCLUDING, WITHOUT LIMITATION,
WITH RESPECT TO ENFORCEABILITY, DUE AUTHORIZATION, PERFECTION OF THE LIENS IN
FAVOR OF THE COLLATERAL AGENT AND NO LIEN CREATION AS A RESULT OF THE
FINANCING);
(VI)
A CERTIFICATE SIGNED BY A RESPONSIBLE OFFICER OF THE LEAD
BORROWER CERTIFYING (A) THAT THE CONDITIONS SPECIFIED IN SECTIONS 4.02(A) AND
(B) HAVE BEEN SATISFIED, (B) THAT THERE HAS BEEN NO EVENT OR CIRCUMSTANCE SINCE
THE BALANCE SHEET DATE THAT HAS HAD OR COULD BE REASONABLY EXPECTED TO HAVE,
EITHER INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT AND
(C) EITHER THAT (1) NO CONSENTS, LICENSES OR APPROVALS ARE REQUIRED IN
CONNECTION WITH THE EXECUTION, DELIVERY AND PERFORMANCE BY SUCH LOAN PARTY AND
THE VALIDITY AGAINST SUCH LOAN PARTY OF THE LOAN DOCUMENTS TO WHICH IT IS A
PARTY, OR (2) THAT ALL SUCH CONSENTS, LICENSES AND APPROVALS HAVE BEEN OBTAINED
AND ARE IN FULL FORCE AND EFFECT;
(VII)
EVIDENCE THAT ALL INSURANCE REQUIRED TO BE MAINTAINED
PURSUANT TO THE LOAN DOCUMENTS AND ALL ENDORSEMENTS IN FAVOR OF THE AGENTS
REQUIRED UNDER THE LOAN DOCUMENTS HAVE BEEN OBTAINED AND ARE IN EFFECT;
(VIII)
A PAYOFF LETTER FROM WACHOVIA BANK, NATIONAL ASSOCIATION, AS
AGENT FOR THE LENDERS UNDER THE EXISTING CREDIT AGREEMENT SATISFACTORY IN FORM
AND SUBSTANCE TO THE ADMINISTRATIVE AGENT EVIDENCING THAT THE EXISTING CREDIT
AGREEMENT HAS BEEN OR CONCURRENTLY WITH THE CLOSING DATE IS BEING TERMINATED,
ALL OBLIGATIONS THEREUNDER ARE BEING PAID IN FULL, AND ALL LIENS SECURING
OBLIGATIONS UNDER THE EXISTING CREDIT AGREEMENT