WITH A REPORT
SETTING FORTH THE SOURCES AND USES OF THE PROCEEDS HEREOF;
(XI)
A CERTIFICATE DATED AS OF THE CLOSING DATE AND SIGNED BY A
RESPONSIBLE OFFICER, ATTACHING TRUE AND CORRECT COPIES OF ALL CONSENTS,
APPROVALS, AUTHORIZATIONS, REGISTRATIONS AND FILINGS AND ORDERS REQUIRED OR
ADVISABLE TO BE MADE OR OBTAINED UNDER ANY REQUIREMENT OF LAW, OR BY ANY
CONTRACTUAL OBLIGATION OF THE BORROWER, IN CONNECTION WITH THE EXECUTION,
DELIVERY, PERFORMANCE, VALIDITY AND ENFORCEABILITY OF THE LOAN DOCUMENTS OR ANY
OF THE TRANSACTIONS CONTEMPLATED THEREBY, AND SUCH CONSENTS, APPROVALS,
AUTHORIZATIONS, REGISTRATIONS, FILINGS AND ORDERS SHALL BE IN FULL FORCE AND
EFFECT AND ALL APPLICABLE WAITING PERIODS SHALL HAVE EXPIRED, AND NO
INVESTIGATION OR INQUIRY BY ANY GOVERNMENTAL AUTHORITY REGARDING THE COMMITMENTS
OR ANY TRANSACTION BEING FINANCED WITH THE PROCEEDS THEREOF SHALL BE ONGOING;
(XII)
COPIES OF (A) THE INTERNALLY PREPARED QUARTERLY FINANCIAL STATEMENTS
OF BORROWER AND ITS SUBSIDIARIES ON A CONSOLIDATED BASIS FOR THE FISCAL QUARTER
ENDING ON SEPTEMBER 30, 2006, AND (B) THE AUDITED CONSOLIDATED FINANCIAL
STATEMENTS FOR BORROWER AND ITS SUBSIDIARIES FOR THE FISCAL YEARS ENDED 2003,
2004 AND 2005; AND
(XIII)
CERTIFICATES OF INSURANCE ISSUED ON BEHALF OF INSURERS OF THE
BORROWER, DESCRIBING IN REASONABLE DETAIL THE TYPES AND AMOUNTS OF INSURANCE
(PROPERTY AND LIABILITY) MAINTAINED BY THE BORROWER.
SECTION 3.2.
EACH CREDIT EVENT.
THE OBLIGATION OF EACH LENDER TO MAKE
A LOAN AND OF THE ISSUING BANK TO ISSUE, AMEND, RENEW OR EXTEND ANY LETTER OF
CREDIT IS SUBJECT TO THE SATISFACTION OF THE FOLLOWING CONDITIONS:
(A)
AT THE TIME OF AND IMMEDIATELY AFTER GIVING EFFECT TO SUCH BORROWING
OR THE ISSUANCE, AMENDMENT, RENEWAL OR EXTENSION OF SUCH LETTER OF CREDIT, AS
APPLICABLE, NO DEFAULT OR EVENT OF DEFAULT SHALL EXIST;
(B)
AT THE TIME OF AND IMMEDIATELY AFTER GIVING EFFECT TO SUCH BORROWING
OR THE ISSUANCE, AMENDMENT, RENEWAL OR EXTENSION OF SUCH LETTER OF CREDIT, AS
APPLICABLE, ALL REPRESENTATIONS AND WARRANTIES OF THE BORROWER SET FORTH IN THE
LOAN DOCUMENTS (OTHER THAN THE REPRESENTATION AND WARRANTY SET FORTH IN SECTION
4.4(B)) SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE DATE
OF SUCH BORROWING OR THE DATE OF ISSUANCE, AMENDMENT, EXTENSION OR RENEWAL OF
SUCH LETTER OF CREDIT, IN EACH CASE BEFORE AND AFTER GIVING EFFECT THERETO;
(C)
THE BORROWER SHALL HAVE DELIVERED THE REQUIRED NOTICE OF BORROWING;
AND
(D)
WITH RESPECT TO ANY TERM LOAN BORROWING MADE AFTER THE CLOSING DATE,
THE PROCEEDS OF SUCH BORROWING SHALL BE USED SOLELY TO FINANCE THE TUSCARORA
ACQUISITION.
Each Loan and each issuance, amendment, extension or renewal of any Letter of
Credit shall be deemed to constitute a representation and warranty by the
Borrower on the date thereof as to the matters specified in paragraphs (a), (b)
and (c) of this Section 3.2.
48
Section 3.3.
Delivery of Documents.
All of the Loan Documents,
certificates, legal opinions and other documents and papers referred to in this
Article III, unless otherwise specified, shall be delivered to the
Administrative Agent for the account