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SUBSTANCE REASONABLY SATISFACTORY TO ADMINISTRATIVE AGENT, CERTIFYING THAT
ATTACHED THERETO IS A TRUE AND COMPLETE COPY OF THE ARTICLES OF INCORPORATION OR
ORGANIZATION, AS THE CASE MAY BE, OF SUCH PERSON AND ALL AMENDMENTS THERETO,
CERTIFIED AS OF A RECENT DATE BY THE APPROPRIATE GOVERNMENTAL AUTHORITY IN ITS
JURISDICTION OF INCORPORATION OR ORGANIZATION (UNLESS SUCH CERTIFICATION IS
WAIVED BY ADMINISTRATIVE AGENT IN ITS SOLE DISCRETION); THAT ATTACHED THERETO IS
A TRUE AND COMPLETE COPY OF THE BYLAWS, PARTNERSHIP AGREEMENT OR OPERATING
AGREEMENT, AS THE CASE MAY BE, OF SUCH PERSON AS IN EFFECT ON THE DATE OF SUCH
CERTIFICATION; THAT ATTACHED THERETO IS A TRUE AND COMPLETE COPY OF RESOLUTIONS
OR CONSENTS DULY ADOPTED BY THE BOARD OF DIRECTORS, MEMBERS OR MANAGERS OF SUCH
PERSON, AS APPLICABLE, AUTHORIZING THE BORROWINGS, PLEDGES OR GUARANTEES
CONTEMPLATED HEREUNDER, THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS
AGREEMENT, THE PLEDGE AND SECURITY AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND
THE GRANTING OF THE SECURITY INTEREST; AND AS TO THE INCUMBENCY AND GENUINENESS
OF THE SIGNATURE OF EACH OFFICER OF SUCH PERSON EXECUTING LOAN DOCUMENTS.
(III)
CERTIFICATES OF GOOD STANDING.
ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED CERTIFICATES AS OF A RECENT DATE (OR SUCH OTHER DATE AS ADMINISTRATIVE
AGENT MAY AGREE TO IN ITS SOLE DISCRETION) OF THE GOOD STANDING OF EACH LOAN
PARTY UNDER THE LAWS OF ITS RESPECTIVE JURISDICTION OF INCORPORATION OR
ORGANIZATION, AND SUCH OTHER JURISDICTIONS AS ARE REQUESTED BY ADMINISTRATIVE
AGENT.
(IV)
OPINIONS OF COUNSEL.
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
FAVORABLE OPINIONS OF COUNSEL TO THE LOAN PARTIES ADDRESSED TO ADMINISTRATIVE
AGENT AND LENDERS, DATED AS OF THE AMENDMENT DATE, WITH RESPECT TO THE LOAN
PARTIES, COVERING SUCH MATTERS AS MAY BE REASONABLY REQUESTED BY ADMINISTRATIVE
AGENT, INCLUDING, THE LOAN DOCUMENTS, THE SECURITY INTEREST, DUE AUTHORIZATION
AND OTHER CORPORATE MATTERS AND REGULATORY MATTERS (INCLUDING THE LICENSES) AND
WHICH ARE REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO ADMINISTRATIVE AGENT.
(D)
COLLATERAL.
(I)
COLLATERAL PLEDGE.
THE LOAN PARTIES SHALL HAVE EFFECTIVELY AND
VALIDLY PLEDGED AND PERFECTED THE COLLATERAL CONTEMPLATED BY THE SECURITY
DOCUMENTS.
(II)
FILINGS AND RECORDINGS.
ALL FILINGS AND RECORDINGS (INCLUDING,
ALL MORTGAGES, FIXTURE FILINGS AND TRANSMITTING UTILITY FILINGS) THAT ARE
NECESSARY TO PERFECT THE SECURITY INTEREST IN THE COLLATERAL DESCRIBED IN THE
SECURITY DOCUMENTS SHALL HAVE BEEN FILED OR RECORDED IN ALL APPROPRIATE
LOCATIONS AND ADMINISTRATIVE AGENT SHALL HAVE RECEIVED EVIDENCE SATISFACTORY TO
ADMINISTRATIVE AGENT THAT SUCH SECURITY INTEREST CONSTITUTES A VALID AND
PERFECTED FIRST PRIORITY LIEN THEREIN.
(III)
LIEN SEARCHES AGAINST LOAN PARTIES.
THE LOAN PARTIES SHALL HAVE
DELIVERED TO ADMINISTRATIVE AGENT THE RESULTS OF A LIEN SEARCH OF ALL FILINGS
MADE AGAINST EACH OF THE LOAN PARTIES AND THEIR SUBSIDIARIES UNDER THE UNIFORM
COMMERCIAL CODE (AND LOCAL TAX, FIXTURE AND JUDGMENT FILING OFFICES) AS IN
EFFECT IN ANY JURISDICTION IN WHICH (1) IT IS ORGANIZED AND IN THE DISTRICT OF
COLUMBIA, IF APPLICABLE PURSUANT TO SECTION 9-307(C) OF THE UNIFORM COMMERCIAL
CODE OR (2) IT HAS ASSETS UNLESS (A) THE AGGREGATE VALUE OF
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SUCH ASSETS IN SUCH