(7)
A SIGNED OPINION OF WEIL, GOTSHAL & MANGES LLP, SPECIAL COUNSEL
FOR THE BORROWER AND RAUCH, AS TO SUCH MATTERS IN CONNECTION WITH THIS AGREEMENT
AND THE LOAN DOCUMENTS AS ANY LENDER THROUGH THE ADMINISTRATIVE AGENT, MAY
REASONABLY REQUEST.
(8)
TRUE, CORRECT AND COMPLETE COPIES, CERTIFIED TO THE SATISFACTION
OF THE ADMINISTRATIVE AGENT, OF THE MERGER DOCUMENTS AND EVIDENCE SATISFACTORY
TO THE ADMINISTRATIVE AGENT OF THE CONSUMMATION OF THE MERGERS.
(9)
A CERTIFICATE OF THE CHIEF FINANCIAL OFFICER STATING THAT, TO THE
BEST OF HIS KNOWLEDGE AND BASED ON AN EXAMINATION SUFFICIENT TO ENABLE HIM TO
MAKE AN INFORMED STATEMENT,
(A)
ALL OF THE REPRESENTATIONS AND WARRANTIES MADE OR DEEMED TO BE MADE
UNDER THIS AGREEMENT ARE TRUE AND CORRECT AS OF THE EFFECTIVE DATE, BOTH WITH
AND WITHOUT GIVING EFFECT TO THE INITIAL LOANS AND THE APPLICATION OF THE
PROCEEDS THEREOF, AND
(B)
NO DEFAULT OR EVENT OF DEFAULT EXISTS, AND THE ADMINISTRATIVE
AGENT SHALL BE SATISFIED AS TO THE ACCURACY THEREOF.
(10)
A CERTIFICATION FROM THE PRINCIPAL OFFICERS OF THE BORROWERS AS TO
SUCH FACTUAL MATTERS AS SHALL BE REQUIRED BY THE ADMINISTRATIVE AGENT.
(11)
SUCH OTHER DOCUMENTS AND INSTRUMENTS AS THE AGENT, OR ANY LENDER,
MAY REASONABLY REQUEST.
(B)
FEES.
THE BORROWER SHALL HAVE PAID ALL OF THE FEES PAYABLE ON THE
EFFECTIVE DATE TO THE ADMINISTRATIVE AGENT OR ANY LENDER REFERRED TO HEREIN OR
PROVIDED FOR IN THE SEPARATE LETTER DATED MARCH 24, 2004 TO WHICH THE
ADMINISTRATIVE AGENT IS A PARTY.
(C)
SECURITY INTERESTS.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
SATISFACTORY EVIDENCE THAT THE ADMINISTRATIVE AGENT (FOR THE BENEFIT OF THE
LENDERS) HAS A VALID AND PERFECTED FIRST PRIORITY LIEN AS OF SUCH DATE IN ALL OF
THE COLLATERAL, SUBJECT ONLY TO PERMITTED LIENS.
(D)
MATERIALLY ADVERSE EFFECT.
THE LENDERS AND THE ADMINISTRATIVE
AGENT SHALL BE SATISFIED THAT NO MATERIALLY ADVERSE EFFECT HAS OCCURRED SINCE
DECEMBER 31, 2003.
SECTION 5.2
CONDITIONS TO ALL LOANS, LETTERS OF CREDIT.
THE
LENDERS' OBLIGATIONS TO MAKE ANY LOAN, AND BANK OF AMERICA'S OBLIGATION TO ISSUE
ANY LETTER OF CREDIT SHALL BE SUBJECT TO SATISFACTION OF THE FOLLOWING
ADDITIONAL CONDITIONS:
(A)
ALL OF THE REPRESENTATIONS AND WARRANTIES MADE OR DEEMED TO BE
MADE UNDER THIS AGREEMENT SHALL BE TRUE AND CORRECT AT SUCH TIME IN ALL MATERIAL
RESPECTS, BOTH WITH AND WITHOUT GIVING EFFECT TO THE LOANS TO BE MADE AT SUCH
TIME AND THE APPLICATION OF THE PROCEEDS THEREOF OR THE ISSUANCE OF SUCH LETTER
OF CREDIT, AND
(B)
THE CORPORATE ACTIONS OF THE BORROWER REFERRED TO IN SECTION
5.1(A)(4) SHALL REMAIN IN FULL FORCE AND EFFECT AND THE INCUMBENCY OF OFFICERS
SHALL BE AS STATED IN THE CERTIFICATES
58
OF INCUMBENCY DELIVERED PURSUANT TO SECTION 5.1(A)(5) OR AS SUBSEQUENTLY
MODIFIED AND REFLECTED IN A CERTIFICATE OF INCUMBENCY DELIVERED TO THE
ADMINISTRATIVE AGENT.
Each request or deemed request for any borrowing hereunder shall be deemed to be
a certification by the Borrower to the Administrative Agent and the Lenders as
to the matters set forth in