Common use of Documents, Certificates, Opinions and Other Instruments Clause in Contracts

Documents, Certificates, Opinions and Other Instruments. The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement and the Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may 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; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed and 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; (v) a favorable opinion of I▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Esq., Vice President, Legal Affairs of Holdings, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G-1 and such other matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (vi) a favorable opinion of H▇▇▇▇▇ H▇▇▇▇▇▇ & R▇▇▇ LLP, special counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G-2 and such other matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (vii) favorable opinions of local counsel to the Loan Parties as are reasonably required by the Administrative Agent, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G-3 and such other matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (viii) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (ix) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 4.02(a) and (b) have been satisfied; (x) certificates attesting to the Solvency of each Loan Party before and after giving effect to the Transaction, from its chief financial officer; and (xi) an executed W-9 or other appropriate tax form from the Borrower.

Documents, Certificates, Opinions and Other Instruments. The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement and the Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) [Intentionally Omitted]; (iv) [Intentionally Omitted]; (v) [Intentionally Omitted]; (vi) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may 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; (ivvii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed and 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; (vviii) a favorable opinion of I▇▇ ▇. T▇▇▇▇▇▇ ▇▇▇▇▇, Esq., Vice President, Legal Affairs General Counsel of Holdings, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G-1 J-1 and such other matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (viix) a favorable opinion of H▇▇▇▇▇ H▇▇▇▇▇▇ & R▇▇▇ LLP, special New York counsel to the Loan Parties, Parties addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G-2 J-2 and such other matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (vii) favorable opinions of local counsel to the Loan Parties as are reasonably required by the Administrative Agent, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G-3 and such other matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (viiix) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (ixxi) 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, to the best of his knowledge, there has not occurred since February 3, 2007 any development, change, event or occurrence that, individually or in the aggregate, has had, or is reasonably likely to have, a Material Adverse Effect (as defined in the Purchase Agreement), (C) that, to the best of his knowledge, there has not occurred any default or event of default in respect of the Target Assumed Indebtedness, which default or event of default could reasonably be expected to be materially adverse to any Loan Party or the Lenders and (D) that the Target Acquisition has been consummated or will be consummated contemporaneously on the Closing Date in accordance with the terms of the Purchase Agreement, without the waiver, amendment, supplement or other modification of any such terms not approved by the Administrative Agent and the Lead Arranger; (xxii) certificates a certificate attesting to the Solvency of each Loan Party before Holdings and its Subsidiaries on a consolidated basis after giving effect to the Transaction, from its the chief financial officerofficer of Holdings; (xiii) [intentionally omitted]; (xiv) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (xv) certified copies of each of the Related Documents, duly executed by the parties thereto and in form and substance satisfactory to the Lenders, together with all agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall request; (xvi) [intentionally omitted]; (xvii) a duly completed Compliance Certificate signed by the chief financial officer or treasurer of the Borrower, certifying that the Consolidated Leverage Ratio, calculated on a Pro Forma Basis after giving effect to the Loans, the additional borrowings under the Existing Credit Agreement referred to in clause (e)(i) below and the Target Acquisition, as of June 30, 2007, shall not be more than 5.25:1.00; and (xixviii) an executed W-9 such other assurances, certificates, documents, consents or other appropriate tax form from opinions as the BorrowerAdministrative Agent or any Lender reasonably may require.