OF SUCH LENDER, REASONABLY DISADVANTAGEOUS TO SUCH LENDER.
A
LENDER'S DESIGNATION OF AN ALTERNATIVE LENDING INSTALLATION SHALL NOT AFFECT THE
BORROWER'S RIGHTS UNDER SECTION 2.19 TO REPLACE A LENDER.
ARTICLE IV
CONDITIONS PRECEDENT
4.1.
EFFECTIVENESS OF COMMITMENTS.
THIS AGREEMENT SHALL NOT BECOME
EFFECTIVE, NOR SHALL ANY LENDER BE REQUIRED TO MAKE ANY CREDIT EXTENSION
HEREUNDER, UNLESS ALL LEGAL MATTERS INCIDENT TO THE MAKING OF THE INITIAL CREDIT
EXTENSION SHALL BE SATISFACTORY TO THE LENDERS AND THEIR COUNSEL AND ON OR
BEFORE JULY 5, 2007 THE FOLLOWING CONDITIONS PRECEDENT HAVE BEEN SATISFIED OR
WAIVED BY THE REQUIRED LENDERS AND THE BORROWER HAS FURNISHED TO THE AGENT WITH
SUFFICIENT COPIES FOR THE LENDERS:
4.1.1
COPIES OF THE ARTICLES OR CERTIFICATE OF INCORPORATION (OR THE EQUIVALENT
THEREOF) OF EACH CREDIT PARTY, IN EACH CASE, TOGETHER WITH ALL AMENDMENTS
THERETO, AND A CERTIFICATE OF GOOD STANDING, EACH CERTIFIED BY THE APPROPRIATE
GOVERNMENTAL OFFICER IN ITS JURISDICTION OF ORGANIZATION.
4.1.2
COPIES, CERTIFIED BY THE SECRETARY OR ASSISTANT SECRETARY (OR THE
EQUIVALENT THEREOF) OF EACH CREDIT PARTY, IN EACH CASE, OF ITS BY-LAWS AND OF
ITS BOARD OF DIRECTORS' RESOLUTIONS AND OF RESOLUTIONS OR ACTIONS OF ANY OTHER
BODY AUTHORIZING THE EXECUTION OF THE LOAN DOCUMENTS TO WHICH SUCH CREDIT PARTY
IS A PARTY.
4.1.3
AN INCUMBENCY CERTIFICATE, EXECUTED BY THE SECRETARY OR ASSISTANT
SECRETARY (OR THE EQUIVALENT THEREOF) OF EACH CREDIT PARTY WHICH SHALL IDENTIFY
BY NAME AND TITLE AND BEAR THE SIGNATURES OF THE AUTHORIZED OFFICERS AND ANY
OTHER OFFICERS OF EACH SUCH CREDIT PARTY AUTHORIZED TO SIGN THE LOAN DOCUMENTS
TO WHICH IT IS A PARTY, UPON WHICH CERTIFICATE THE AGENT AND THE LENDERS SHALL
BE ENTITLED TO RELY UNTIL INFORMED OF ANY CHANGE IN WRITING BY THE APPLICABLE
CREDIT PARTY.
4.1.4
A CERTIFICATE REASONABLY ACCEPTABLE TO THE AGENT, SIGNED BY THE CHIEF
FINANCIAL OFFICER OF THE PARENT, STATING THAT ON THE INITIAL CREDIT EXTENSION
DATE (A) NO DEFAULT OR UNMATURED DEFAULT HAS OCCURRED AND IS CONTINUING, (B) ALL
OF THE REPRESENTATIONS AND WARRANTIES IN ARTICLE V SHALL BE TRUE AND CORRECT IN
ALL MATERIAL
41
RESPECTS AS OF SUCH DATE AND (C) EXCEPT AS DISCLOSED IN THE IDENTIFIED
DISCLOSURE DOCUMENTS, NO MATERIAL ADVERSE CHANGE IN THE BUSINESS, CONDITION
(FINANCIAL OR OTHERWISE), OPERATIONS, PROPERTIES OR PROSPECTS OF THE PARENT AND
ITS SUBSIDIARIES TAKEN AS A WHOLE, OR THE BORROWER AND ITS SUBSIDIARIES TAKEN AS
A WHOLE, HAS OCCURRED SINCE DECEMBER 31, 2006.
4.1.5
AN INITIAL COMPLIANCE CERTIFICATE, DATED AS OF THE RESTATEMENT EFFECTIVE
DATE AND REFLECTING CALCULATIONS AS OF MARCH 31, 2007, IN SUBSTANTIALLY THE FORM
OF EXHIBIT B HERETO.
4.1.6
WRITTEN OPINIONS OF THE CREDIT PARTIES' US COUNSEL, IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE AGENT AND ADDRESSED TO THE LENDERS, IN
SUBSTANTIALLY THE FORM OF EXHIBIT A HERETO.
4.1.7
ANY NOTES REQUESTED BY A LENDER PURSUANT TO SECTION 2.13 PAYABLE TO THE
ORDER OF EACH SUCH REQUESTING LENDER OR ITS REGISTERED ASSIGNS.
4.1.8
A CERTIFICATE OF VALUE, SOLVENCY AND OTHER APPROPRIATE FACTUAL
INFORMATION IN FORM AND SUBSTANCE REASONABLY SATISFACTORY