EXPENSES (INCLUDING THE REASONABLE FEES AND EXPENSES OF
SHEARMAN & STERLING LLP) INCURRED BY THE LEAD ARRANGER, BANK OF AMERICA, AS
SYNDICATION AGENT, AND NATIONAL CITY, AS CO-ADMINISTRATIVE AGENT IN CONNECTION
WITH THE PREPARATION, NEGOTIATION AND EXECUTION OF THIS AMENDMENT OR OTHERWISE
REQUIRED TO BE PAID UNDER THE LOAN DOCUMENTS AND REMAINING OUTSTANDING ON OR
PRIOR TO THE DATE OF THIS AMENDMENT, IN EACH CASE FOR WHICH THE INVOICE FOR SUCH
FEES AND EXPENSES SHALL HAVE BEEN PRESENTED TO THE BORROWER.
(III)
CORPORATE AUTHORIZATIONS, ETC.
THE LEAD
ARRANGER SHALL HAVE RECEIVED:
(A)
CERTIFIED COPIES OF THE RESOLUTIONS OF THE
BOARD OF DIRECTORS OR OF THE MEMBERS OR MANAGERS OF EACH LOAN PARTY APPROVING
THE AMENDMENT, THE INCURRENCE OR GUARANTEE (AS APPLICABLE) OF THE INCREASE OF
THE TERM A ADVANCES AND REVOLVING CREDIT ADVANCES PURSUANT TO SECTION 2.17 OF
THE CREDIT AGREEMENT, THE OTHER TRANSACTIONS CONTEMPLATED HEREBY AND EACH OF THE
DOCUMENTS NECESSARY TO EFFECT THE AMENDMENT TO WHICH IT IS OR IS TO BE A PARTY
AND OF ALL DOCUMENTS EVIDENCING OTHER NECESSARY CORPORATE ACTION AND
GOVERNMENTAL AND OTHER THIRD PARTY APPROVALS AND CONSENTS, IF ANY, WITH RESPECT
TO THE AMENDMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND EACH SUCH OTHER
DOCUMENT.
(B)
A COPY OF A CERTIFICATE OF THE SECRETARY OF
STATE OF THE JURISDICTION OF INCORPORATION OR ORGANIZATION OF EACH LOAN PARTY,
DATED REASONABLY NEAR THE EFFECTIVE DATE OF THIS AMENDMENT, CERTIFYING (A) AS TO
A TRUE AND CORRECT COPY OF THE CHARTER, ARTICLES OF INCORPORATION OR ARTICLES OF
ORGANIZATION, AS THE CASE MAY BE ("ORGANIZATIONAL DOCUMENTS") OF SUCH LOAN PARTY
AND EACH AMENDMENT THERETO ON FILE IN SUCH SECRETARY'S OFFICE AND (B) THAT
(1) SUCH AMENDMENTS ARE THE ONLY AMENDMENTS TO SUCH LOAN PARTY'S ORGANIZATIONAL
DOCUMENTS ON FILE IN SUCH SECRETARY'S OFFICE, (2) IF APPLICABLE, SUCH LOAN PARTY
HAS PAID ALL FRANCHISE TAXES TO THE DATE OF SUCH CERTIFICATE AND (C) SUCH LOAN
PARTY IS DULY INCORPORATED OR ORGANIZED AND IN GOOD STANDING OR PRESENTLY
SUBSISTING UNDER THE LAWS OF THE STATE OF THE JURISDICTION OF ITS INCORPORATION
OR ORGANIZATION.
(C)
A COPY OF A CERTIFICATE OF THE SECRETARY OF
STATE OF EACH JURISDICTION REASONABLY REQUESTED BY THE LEAD ARRANGER, DATED
REASONABLY NEAR THE EFFECTIVE DATE OF THIS AMENDMENT, STATING THAT A LOAN PARTY
IS DULY QUALIFIED AND IN GOOD STANDING AS A FOREIGN ENTITY IN SUCH STATE AND HAS
FILED ALL ANNUAL REPORTS REQUIRED TO BE FILED TO THE DATE OF SUCH CERTIFICATE.
(D)
A CERTIFICATE OF EACH LOAN PARTY, SIGNED ON
BEHALF OF SUCH LOAN PARTY BY A RESPONSIBLE OFFICER, DATED THE EFFECTIVE DATE OF
THIS AMENDMENT (THE STATEMENTS MADE
6
IN WHICH CERTIFICATE SHALL BE TRUE ON AND AS OF THE EFFECTIVE DATE OF THIS
AMENDMENT), CERTIFYING AS TO (A) THE ABSENCE OF ANY AMENDMENTS TO THE
ORGANIZATIONAL DOCUMENTS OF SUCH LOAN PARTY SINCE THE DATE OF THE SECRETARY OF
STATE'S CERTIFICATE REFERRED TO IN CLAUSE (B) ABOVE, (B) A TRUE AND CORRECT COPY
OF THE BYLAWS OR OPERATING AGREEMENT, AS APPLICABLE, OF SUCH LOAN