THE LOAN
DOCUMENTS AND TO MAKE BORROWINGS HEREUNDER ON BEHALF OF THE BORROWER, UPON WHICH
CERTIFICATE THE ADMINISTRATIVE AGENT AND THE LENDERS SHALL BE ENTITLED TO RELY
UNTIL INFORMED OF ANY CHANGE IN WRITING BY THE BORROWER OR ANY SUCH SUBSIDIARY
GUARANTOR;
(V)
COPIES, CERTIFIED BY A SECRETARY OR AN
ASSISTANT SECRETARY OF THE BORROWER AND EACH SUBSIDIARY GUARANTOR, OF THE BOARD
OF DIRECTORS' RESOLUTIONS (AND RESOLUTIONS OF OTHER BODIES, IF ANY ARE
REASONABLY DEEMED NECESSARY BY COUNSEL FOR ANY LENDER) AUTHORIZING THE ADVANCES
PROVIDED FOR HEREIN, WITH RESPECT TO THE BORROWER, AND THE EXECUTION, DELIVERY
AND PERFORMANCE OF THE LOAN DOCUMENTS TO BE EXECUTED AND DELIVERED BY THE
BORROWER AND EACH SUBSIDIARY GUARANTOR HEREUNDER;
(VI)
A WRITTEN OPINION OF THE BORROWER'S AND
SUBSIDIARY GUARANTORS' COUNSEL, ADDRESSED TO THE LENDERS IN SUBSTANTIALLY THE
FORM OF EXHIBIT H HERETO OR SUCH OTHER FORM AS THE ADMINISTRATIVE AGENT MAY
REASONABLY APPROVE;
(VII)
A CERTIFICATE, SIGNED BY AN OFFICER OF THE
BORROWER, STATING THAT ON THE INITIAL BORROWING DATE NO DEFAULT OR UNMATURED
DEFAULT HAS OCCURRED AND IS CONTINUING AND THAT ALL REPRESENTATIONS AND
WARRANTIES OF THE BORROWER ARE TRUE AND CORRECT AS OF THE INITIAL BORROWING DATE
PROVIDED THAT SUCH CERTIFICATE IS IN FACT TRUE AND CORRECT;
(VIII)
THE MOST RECENT FINANCIAL STATEMENTS OF THE
BORROWER;
(IX)
UCC FINANCING STATEMENT, JUDGMENT, AND TAX
LIEN SEARCHES WITH RESPECT TO THE BORROWER FROM ITS STATE OF ORGANIZATION AND
PRINCIPAL PLACE OF BUSINESS;
(X)
WRITTEN MONEY TRANSFER INSTRUCTIONS, IN
SUBSTANTIALLY THE FORM OF EXHIBIT E HERETO, ADDRESSED TO THE ADMINISTRATIVE
AGENT AND SIGNED BY AN AUTHORIZED OFFICER, TOGETHER WITH SUCH OTHER RELATED
MONEY TRANSFER AUTHORIZATIONS AS THE ADMINISTRATIVE AGENT MAY HAVE REASONABLY
REQUESTED;
(XI)
A FULLY EXECUTED COPY OF THE FEE LETTER
DATED
BETWEEN THE BORROWER AND THE ADMINISTRATIVE
AGENT AND THE SYNDICATION AGENT;
(XII)
EVIDENCE THAT ALL UPFRONT FEES DUE TO EACH OF
THE LENDERS UNDER THE TERMS OF THEIR RESPECTIVE COMMITMENT LETTERS HAVE BEEN
PAID, OR WILL BE PAID OUT OF THE PROCEEDS OF THE INITIAL ADVANCE HEREUNDER;
35
(XIII)
A COMPLIANCE CERTIFICATE PURSUANT TO
SECTION 6.1(V);
(XIV)
A CERTIFICATE, IN SUBSTANTIALLY THE FORM OF
EXHIBIT J ATTACHED HERETO, SIGNED BY AN OFFICER OF THE BORROWER, CERTIFYING THE
AGGREGATE POOL VALUE; AND
(XV)
SUCH OTHER DOCUMENTS AS ANY LENDER OR ITS
COUNSEL MAY HAVE REASONABLY REQUESTED, THE FORM AND SUBSTANCE OF WHICH DOCUMENTS
SHALL BE REASONABLY ACCEPTABLE TO THE PARTIES AND THEIR RESPECTIVE COUNSEL.
4.2
EACH ADVANCE AND ISSUANCE.
THE LENDERS SHALL NOT BE REQUIRED TO
MAKE ANY ADVANCE OR ISSUE ANY FACILITY LETTER OF CREDIT UNLESS ON THE APPLICABLE
BORROWING DATE:
(I)
THERE EXISTS NO DEFAULT OR UNMATURED
DEFAULT;
(II)
THE REPRESENTATIONS AND WARRANTIES
CONTAINED IN ARTICLE V ARE TRUE AND CORRECT AS OF SUCH BORROWING DATE WITH
RESPECT TO BORROWER AND TO ANY SUBSIDIARY IN EXISTENCE ON SUCH BORROWING DATE,
EXCEPT TO THE EXTENT ANY SUCH REPRESENTATION OR WARRANTY IS STATED TO RELATE
SOLELY TO AN EARLIER DATE, IN WHICH CASE SUCH REPRESENTATION OR WARRANTY SHALL
BE TRUE AND CORRECT