OF SUCH LOAN PARTY
CERTIFIED (TO THE EXTENT APPLICABLE) AS OF A RECENT DATE BY THE SECRETARY OF
STATE OF THE STATE OF ITS ORGANIZATION, (B) THAT ATTACHED THERETO IS A TRUE AND
COMPLETE COPY OF RESOLUTIONS DULY ADOPTED BY THE BOARD OF DIRECTORS OF SUCH LOAN
PARTY AUTHORIZING THE EXECUTION, DELIVERY AND PERFORMANCE OF THE LOAN DOCUMENTS
TO WHICH SUCH PERSON IS A PARTY AND, IN THE CASE OF BORROWER, THE CREDIT
EXTENSIONS HEREUNDER, AND THAT SUCH RESOLUTIONS HAVE NOT BEEN MODIFIED,
RESCINDED OR AMENDED AND ARE IN FULL FORCE AND EFFECT AND (C) AS TO THE
INCUMBENCY AND SPECIMEN SIGNATURE OF EACH OFFICER EXECUTING ANY LOAN DOCUMENT OR
ANY OTHER DOCUMENT DELIVERED IN CONNECTION HEREWITH ON BEHALF OF SUCH LOAN PARTY
(TOGETHER WITH A CERTIFICATE OF ANOTHER OFFICER AS TO THE INCUMBENCY AND
SPECIMEN SIGNATURE OF THE SECRETARY OR ASSISTANT SECRETARY EXECUTING THE
CERTIFICATE REQUIRED BY THIS CLAUSE (I));
(II)
A CERTIFICATE AS TO THE GOOD STANDING OF EACH LOAN PARTY (IN
SO-CALLED "LONG-FORM" IF AVAILABLE) AS OF A RECENT DATE, FROM SUCH SECRETARY OF
STATE; AND
(III)
SUCH OTHER DOCUMENTS, INSTRUMENTS OR CERTIFICATES AS THE LENDERS
OR THE ADMINISTRATIVE AGENT MAY REASONABLY REQUEST.
(C)
OFFICERS' CERTIFICATE.
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED A CERTIFICATE, DATED THE CLOSING DATE AND SIGNED BY THE CHIEF EXECUTIVE
OFFICER AND THE CHIEF FINANCIAL OFFICER OF BORROWER, CONFIRMING COMPLIANCE WITH
THE CONDITIONS PRECEDENT SET FORTH IN THIS SECTION 4.01 AND SECTIONS 4.02(B),
(C) AND (D); PROVIDED THAT SUCH CERTIFICATION SHALL NOT APPLY TO (I) THE
ADMINISTRATIVE AGENT'S, THE COLLATERAL AGENT'S OR THE LENDERS' SATISFACTION THAT
ANY OF THE CONDITIONS IN SECTIONS 4.01(A), (D)(I), (E), (H)(II), (I), (J), (K),
(N)(VI), (N)(VII), (P), (Q) AND (R) HAVE BEEN MET, ONLY THAT SUCH UNDERLYING
CONDITIONS HAVE BEEN MET, OR (II) SECTION 4.01(D)(III).
(D)
LOAN DOCUMENTS.
(I) EACH OF THE LOAN DOCUMENTS SHALL BE IN FORM
AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT, THE ARRANGER AND THE
REQUIRED LENDERS, AND EACH OF THE LOAN DOCUMENTS REQUIRED TO BE EXECUTED
AND
DELIVERED ON THE CLOSING DATE SHALL BE IN FULL FORCE AND EFFECT ON THE CLOSING
DATE.
THE TRANSACTIONS SHALL HAVE BEEN CONSUMMATED, ON THE DATE THEREOF, OR
SHALL BE CONSUMMATED SIMULTANEOUSLY ON THE CLOSING DATE.
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(II)
THE REPRESENTATION AND WARRANTY IN SECTION 3.09(D) SHALL BE TRUE
AND CORRECT IN ALL RESPECTS.
(III)
THE LENDERS SHALL BE SATISFIED WITH THE CAPITALIZATION, THE TERMS
AND CONDITIONS OF ANY EQUITY ARRANGEMENTS AND THE CORPORATE OR OTHER
ORGANIZATIONAL STRUCTURE OF THE COMPANIES.
(E)
FINANCIAL STATEMENTS.
THE LENDERS SHALL HAVE RECEIVED AND SHALL
BE SATISFIED WITH THE FORM AND SUBSTANCE OF THE FINANCIAL STATEMENTS DESCRIBED
IN SECTION 3.04.
(F)
INDEBTEDNESS AND MINORITY INTERESTS.
AFTER GIVING EFFECT TO THE
TRANSACTIONS AND THE OTHER TRANSACTIONS CONTEMPLATED HEREBY, NO COMPANY SHALL
HAVE OUTSTANDING ANY INDEBTEDNESS OR PREFERRED STOCK OTHER THAN (I) THE LOANS
HEREUNDER, (II) THE CONVERTIBLE SENIOR SECURED NOTES, (III) THE INDEBTEDNESS
LISTED ON SCHEDULE 6.01(B) AND (IV) INDEBTEDNESS OWED TO ANY COMPANY.
(G)
OPINIONS OF COUNSEL.
THE ADMINISTRATIVE AGENT SHALL