BEEN PAID OR ACCRUED AS A LIABILITY ON THE
BOOKS OF THE PARENT, THE BORROWER OR SUCH SUBSIDIARY AND (D) THE CONSUMMATION OF
THE TRANSACTIONS WILL NOT GIVE RISE TO ANY RIGHT OF TERMINATION OR RIGHT OF
RENEGOTIATION ON THE PART OF ANY UNION UNDER ANY COLLECTIVE BARGAINING AGREEMENT
TO WHICH THE PARENT, THE BORROWER OR ANY SUBSIDIARY IS BOUND.
SECTION 3.19.
SOLVENCY.
ON THE CLOSING DATE AFTER GIVING EFFECT TO
THE TRANSACTIONS, THE LOAN PARTIES, TAKEN AS A WHOLE, ARE SOLVENT.
ARTICLE IV
CONDITIONS OF LENDING
THE OBLIGATIONS OF THE LENDERS TO MAKE LOANS HEREUNDER ARE SUBJECT TO THE
SATISFACTION OF THE FOLLOWING CONDITIONS ON THE CLOSING DATE:
(A)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A NOTICE OF SUCH LOAN AS
REQUIRED BY SECTION 2.03.
(B)
THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE III AND IN EACH
OTHER LOAN DOCUMENT SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS
OF THE CLOSING DATE WITH THE SAME EFFECT AS THOUGH MADE ON AND AS OF SUCH DATE,
EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES EXPRESSLY RELATE TO AN
EARLIER DATE, IN WHICH CASE THEY SHALL BE TRUE AND CORRECT IN ALL MATERIAL
RESPECTS AS OF SUCH EARLIER DATE.
(C)
AT THE TIME OF AND IMMEDIATELY AFTER THE MAKING OF SUCH LOANS, NO DEFAULT
OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING.
(D)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED, ON BEHALF OF ITSELF AND THE
LENDERS, AN OPINION OF CHAMBERLAIN, HRDLICKA, WHITE & MARTIN, COUNSEL FOR THE
LOAN PARTIES, (A) DATED THE CLOSING DATE, (B) ADDRESSED TO THE ADMINISTRATIVE
AGENT AND THE LENDERS, AND (C) IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
THE ADMINISTRATIVE AGENT AND THE LENDERS.
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(E)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED (I) A COPY OF THE CERTIFICATE
OR ARTICLES OF INCORPORATION OR ORGANIZATION, INCLUDING ALL AMENDMENTS THERETO,
OF EACH OF THE PARENT, THE BORROWER AND THE DOMESTIC SUBSIDIARIES, CERTIFIED AS
OF A RECENT DATE BY THE SECRETARY OF STATE OF THE STATE OF ITS ORGANIZATION, AND
A CERTIFICATE AS TO THE GOOD STANDING OF SUCH PERSON AS OF A RECENT DATE, FROM
SUCH SECRETARY OF STATE; (II) A CERTIFICATE OF THE SECRETARY OR ASSISTANT
SECRETARY OF EACH THE PARENT, THE BORROWER AND THE DOMESTIC SUBSIDIARIES DATED
THE CLOSING DATE AND CERTIFYING (A) THAT ATTACHED THERETO IS A TRUE AND COMPLETE
COPY OF THE BY-LAWS OR OPERATING (OR LIMITED LIABILITY COMPANY) AGREEMENT OF
SUCH PERSON AS IN EFFECT ON THE CLOSING DATE AND AT ALL TIMES SINCE A DATE PRIOR
TO THE DATE OF THE RESOLUTIONS DESCRIBED IN CLAUSE (B) BELOW, (B) THAT ATTACHED
THERETO IS A TRUE AND COMPLETE COPY OF RESOLUTIONS DULY ADOPTED BY THE BOARD OF
DIRECTORS (OR EQUIVALENT BODY) OF THE PARENT, THE BORROWER AND THE DOMESTIC
SUBSIDIARIES AUTHORIZING THE EXECUTION, DELIVERY AND PERFORMANCE OF THE LOAN
DOCUMENTS TO WHICH SUCH PERSON IS A PARTY AND, IN THE CASE OF THE BORROWER, THE
BORROWINGS HEREUNDER, AND THAT SUCH RESOLUTIONS HAVE NOT BEEN MODIFIED,
RESCINDED OR