executed in blank, and
(B)
if a Rating Condition then exists, evidence of the completion of
all other actions, recordings and filings of or with respect to the Pledge
Agreement that the Administrative Agent may deem necessary or desirable in order
to perfect the Liens created thereby;
(IV)
SUCH CERTIFICATES OF RESOLUTIONS OR OTHER ACTION, INCUMBENCY
CERTIFICATES AND/OR OTHER CERTIFICATES OF RESPONSIBLE OFFICERS OF EACH LOAN
PARTY (OR THE BORROWER ON BEHALF OF EACH LOAN PARTY) AS THE ADMINISTRATIVE AGENT
MAY REASONABLY REQUIRE EVIDENCING 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;
(V)
SUCH 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;
(VI)
A FAVORABLE OPINION OF DECHERT LLP, COUNSEL TO THE LOAN PARTIES,
ADDRESSED TO THE ADMINISTRATIVE AGENT AND EACH LENDER, AS TO THE MATTERS SET
FORTH IN EXHIBIT H AND SUCH OTHER MATTERS CONCERNING THE LOAN PARTIES AND THE
LOAN DOCUMENTS AS THE ADMINISTRATIVE AGENT MAY REASONABLY REQUEST;
(VII)
[INTENTIONALLY OMITTED];
(VIII)
A CERTIFICATE SIGNED BY A RESPONSIBLE OFFICER OF THE 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
DECEMBER 31, 2006 THAT HAS HAD OR WOULD BE REASONABLY EXPECTED TO HAVE, EITHER
INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT, (C) A CALCULATION
OF THE CONSOLIDATED LEVERAGE RATIO AS OF THE CLOSING DATE AND AFTER GIVING PRO
FORMA EFFECT TO THE TRANSACTIONS, WHICH CONSOLIDATED LEVERAGE RATIO SHALL NOT BE
GREATER THAN 3.25:1.00 AND (D) THAT THE ACQUISITION AGREEMENT IS IN FULL FORCE
AND EFFECT AND THAT NO MATERIAL DEFAULT OR EVENT OF DEFAULT EXISTS THEREUNDER;
(IX)
(I) AT LEAST 20 BUSINESS DAYS PRIOR TO THE CLOSING DATE, THE
AUDITED FINANCIAL STATEMENTS OF THE BORROWER AND THE AUDITED BALANCE SHEETS OF
THE ACQUIRED BUSINESS FOR THE FISCAL YEARS ENDED DECEMBER 31, 2004, DECEMBER 31,
2005 AND DECEMBER 31, 2006, AND THE AUDITED CONSOLIDATED STATEMENTS OF INCOME OR
OPERATIONS, SHAREHOLDERS' EQUITY AND CASH FLOWS FOR SUCH FISCAL YEARS OF THE
73
ACQUIRED BUSINESS, INCLUDING THE NOTES THERETO AND (II) AT LEAST FIVE BUSINESS
DAYS PRIOR TO THE CLOSING DATE, UNAUDITED FINANCIAL STATEMENTS FOR ANY INTERIM
PERIOD OR PERIODS OF THE BORROWER AND THE ACQUIRED BUSINESS ENDED AT LEAST 45
DAYS PRIOR TO THE CLOSING DATE, AS WELL AS THE PRO FORMA FINANCIAL STATEMENTS OF
THE BORROWER DESCRIBED IN SECTION 5.05(F);
(X)
A CERTIFICATE ATTESTING TO THE SOLVENCY