SCHEDULE 3.01(A)(VI), STATING THAT SUCH PERSON IS DULY
QUALIFIED AND IN GOOD STANDING AS A FOREIGN CORPORATION IN SUCH STATES AND HAS
FILED ALL ANNUAL REPORTS REQUIRED TO BE FILED TO THE DATE OF SUCH CERTIFICATE.
(VII)
A CERTIFICATE OF THE COMPANY AND EACH LOAN PARTY
(OTHER THAN ANY LOAN PARTY THAT IS A NON-U.S. SUBSIDIARY), DATED THE EFFECTIVE
DATE (THE STATEMENTS MADE IN WHICH CERTIFICATE SHALL BE TRUE ON AND AS OF THE
EFFECTIVE DATE), CERTIFYING AS TO (A) THE ABSENCE OF ANY AMENDMENTS TO THE
CHARTER OF SUCH PERSON SINCE THE DATE OF THE SECRETARY OF STATE'S CERTIFICATE
REFERRED TO IN SECTION 3.01(A)(V), (B) A TRUE AND CORRECT COPY OF THE BYLAWS OF
SUCH PERSON AS IN EFFECT ON THE DATE ON WHICH THE RESOLUTIONS REFERRED TO IN
SECTION 3.01(A)(IV) WERE ADOPTED AND ON THE EFFECTIVE DATE, (C) THE DUE
INCORPORATION AND GOOD STANDING OR VALID EXISTENCE OF SUCH PERSON 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
PERSON, (D) THE COMPLETENESS AND ACCURACY OF THE REPRESENTATIONS AND WARRANTIES
CONTAINED IN THE LOAN DOCUMENTS AS THOUGH MADE ON AND AS OF THE EFFECTIVE DATE
AND (E) THE ABSENCE OF ANY EVENT OCCURRING AND CONTINUING, OR RESULTING FROM THE
INITIAL EXTENSION OF CREDIT, THAT CONSTITUTES A DEFAULT.
(VIII)
A CERTIFICATE OF THE SECRETARY OF EACH LOAN PARTY
(OTHER THAN ANY LOAN PARTY THAT IS A NON-U.S. SUBSIDIARY) CERTIFYING THE NAMES
AND TRUE SIGNATURES OF THE OFFICERS OF SUCH PERSONS 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.
(IX)
SUCH FINANCIAL, BUSINESS AND OTHER
INFORMATION REGARDING EACH LOAN PARTY AND ITS SUBSIDIARIES AS THE LENDER PARTIES
SHALL HAVE REASONABLY REQUESTED, INCLUDING, WITHOUT LIMITATION, INFORMATION AS
TO POSSIBLE CONTINGENT LIABILITIES, TAX MATTERS, ENVIRONMENTAL MATTERS,
OBLIGATIONS UNDER PLANS, MULTIEMPLOYER PLANS AND WELFARE PLANS AND COLLECTIVE
BARGAINING AGREEMENTS AND OTHER ARRANGEMENTS WITH EMPLOYEES.
(X)
FAVORABLE OPINIONS OF SHEPPARD, MULLIN,
RICHTER & HAMPTON LLP, COUNSEL FOR THE LOAN PARTIES, AND LAWRENCE A. MICHLOVICH,
ASSISTANT SECRETARY AND ASSISTANT GENERAL COUNSEL OF THE LOAN PARTIES, IN
SUBSTANTIALLY THE FORM OF EXHIBITS F-1 AND F-2.
(B)
THERE SHALL HAVE OCCURRED NO MATERIAL
ADVERSE CHANGE SINCE JUNE 30, 2003.
(C)
EXCEPT AS SET FORTH IN SCHEDULE 4.01(H),
THERE SHALL EXIST NO ACTION, SUIT, INVESTIGATION, LITIGATION OR PROCEEDING
AFFECTING THE COMPANY OR ANY LOAN PARTY OR ANY OF THEIR SUBSIDIARIES PENDING OR
THREATENED BEFORE ANY COURT, GOVERNMENTAL AGENCY OR ARBITRATOR THAT (I) COULD
HAVE A MATERIAL ADVERSE EFFECT OR (II) PURPORTS TO AFFECT THE LEGALITY, VALIDITY
OR ENFORCEABILITY OF THE TRANSACTION OR ANY LOAN DOCUMENT OR THE CONSUMMATION OF
THE TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS.
(D)
ALL GOVERNMENTAL AND THIRD PARTY CONSENTS
AND APPROVALS NECESSARY IN CONNECTION WITH THE TRANSACTION AND THE OTHER
TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS SHALL HAVE BEEN OBTAINED
(WITHOUT THE IMPOSITION OF ANY CONDITIONS THAT ARE