THE DATE OF SUCH CERTIFICATE AND (3) SUCH LOAN PARTY IS DULY ORGANIZED
AND IN GOOD STANDING OR
48
PRESENTLY SUBSISTING UNDER THE LAWS OF THE STATE OF THE JURISDICTION OF ITS
ORGANIZATION;
(VII)
A CERTIFICATE OF EACH LOAN PARTY, SIGNED ON
BEHALF OF SUCH LOAN PARTY BY ITS SECRETARY OR ANY ASSISTANT SECRETARY, DATED AS
OF THE CLOSING DATE (THE STATEMENTS MADE IN WHICH CERTIFICATE SHALL BE TRUE ON
AND AS OF THE CLOSING DATE), CERTIFYING AS TO (A) THE ABSENCE OF ANY AMENDMENTS
TO THE RELEVANT CERTIFICATE OF INCORPORATION OR OTHER CONSTITUENT DOCUMENT AS
CERTIFIED BY THE SECRETARY OF STATE'S CERTIFICATE REFERRED TO IN
SECTION 3.01(A)(VI) SINCE THE DATE OF SUCH SECRETARY OF STATE'S CERTIFICATE,
(B) A TRUE AND CORRECT COPY OF THE BYLAWS, IF ANY, OF SUCH LOAN PARTY AS IN
EFFECT ON THE DATE ON WHICH THE RESOLUTIONS REFERRED TO IN
SECTION 3.01(A)(V) WERE ADOPTED AND ON THE CLOSING DATE, AND (C) THE DUE
INCORPORATION AND GOOD STANDING OR VALID EXISTENCE OF SUCH LOAN PARTY AS A
CORPORATION ORGANIZED UNDER THE LAWS OF THE JURISDICTION OF ITS INCORPORATION,
AND THE ABSENCE OF ANY PROCEEDING FOR THE DISSOLUTION OR LIQUIDATION OF SUCH
LOAN PARTY;
(VIII)
[INTENTIONALLY OMITTED];
(IX)
A CERTIFICATE OF THE SECRETARY OR AN
ASSISTANT SECRETARY OF EACH LOAN PARTY CERTIFYING THE NAMES AND TRUE SIGNATURES
OF THE OFFICERS OF SUCH LOAN PARTY AUTHORIZED TO SIGN EACH LOAN DOCUMENT TO
WHICH IT IS OR IS TO BE A PARTY AND THE OTHER DOCUMENTS TO BE DELIVERED
HEREUNDER AND THEREUNDER;
(X)
COPY OF THE MERGER AGREEMENT, DULY
EXECUTED BY THE PARTIES THERETO, TOGETHER WITH ALL AGREEMENTS, INSTRUMENTS AND
OTHER DOCUMENTS DELIVERED IN CONNECTION THEREWITH AS THE ADMINISTRATIVE AGENT
SHALL REQUEST CERTIFIED AS BEING TRUE, COMPLETE AND CORRECT BY AN OFFICER OF
BMCA;
(XI)
A CERTIFICATE, IN SUBSTANTIALLY THE FORM OF
EXHIBIT D, ATTESTING TO THE SOLVENCY OF BMCA AND ITS SUBSIDIARIES, TAKEN AS A
WHOLE, BEFORE AND AFTER GIVING EFFECT TO THE TRANSACTIONS CONTEMPLATED HEREUNDER
(AND ASSUMING THAT NEITHER BMCA NOR ANY OF ITS SUBSIDIARIES IS SUBJECT TO
ASBESTOS-RELATED LIABILITIES), FROM THE CHIEF FINANCIAL OFFICER OF BMCA;
(XII)
EVIDENCE OF INSURANCE MAINTAINED BY BMCA AND
ITS RESPECTIVE SUBSIDIARIES AS REQUIRED UNDER THE LOAN DOCUMENTS, AND THE
COLLATERAL AGREEMENT AGENT SHALL BE NAMED AS AN ADDITIONAL INSURED OR LOSS PAYEE
UNDER ALL INSURANCE POLICIES TO BE MAINTAINED WITH RESPECT TO PROPERTIES
CONSTITUTING COLLATERAL;
49
(XIII)
EVIDENCE THAT NOT LESS THAN $245,000,000 IN
AGGREGATE PRINCIPAL AMOUNT OF THE 2007 NOTES AND THE 2008 NOTES SHALL HAVE BEEN
VALIDLY TENDERED, AND NOT WITHDRAWN, AND THAT HOLDERS THEREOF PROVIDED THEIR
CONSENT TO, AND IN ACCORDANCE WITH THE REQUIREMENTS OF, THE TENDER OFFER AND
CONSENT SOLICITATION DATED DECEMBER 20, 2006, AND THAT SUCH NOTES HAVE BEEN
ACCEPTED FOR PAYMENT BY BMCA, PURSUANT TO THE RESPECTIVE SUPPLEMENTAL INDENTURE
TO THE EXISTING INDENTURES AND PRIOR TO OR COINCIDENTALLY WITH THE INITIAL TERM
LOAN BORROWING, SUCH NOTES WILL BE REPAID;
(XIV)
A FAVORABLE OPINION OF WEIL, GOTSHAL & MANGES LLP,
COUNSEL FOR THE