AND SUCH GUARANTOR, RESPECTIVELY, BY ITS PRESIDENT OR A
VICE PRESIDENT AND ITS SECRETARY OR ANY ASSISTANT SECRETARY, DATED THE EFFECTIVE
DATE (THE STATEMENTS MADE IN WHICH CERTIFICATE SHALL BE TRUE ON AND AS OF THE
EFFECTIVE DATE), CERTIFYING AS TO (A) THE ACCURACY AND COMPLETENESS OF THE
CHARTER OF THE BORROWER OR SUCH GUARANTOR AND THE ABSENCE OF ANY CHANGES
THERETO; (B) THE ACCURACY AND COMPLETENESS OF THE BYLAWS (OR EQUIVALENT
ORGANIZATIONAL DOCUMENT) OF THE BORROWER OR SUCH GUARANTOR AS IN EFFECT ON THE
DATE ON WHICH THE RESOLUTIONS OF THE BOARD OF DIRECTORS (OR PERSONS PERFORMING
SIMILAR FUNCTIONS) OF SUCH PERSON REFERRED TO IN SECTION 3.01(A)(II) WERE
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ADOPTED AND THE ABSENCE OF ANY CHANGES THERETO (A COPY OF WHICH SHALL BE
ATTACHED TO SUCH CERTIFICATE); AND (C) THE ABSENCE OF ANY PROCEEDING KNOWN TO BE
PENDING OR THREATENED IN WRITING FOR THE DISSOLUTION, LIQUIDATION OR OTHER
TERMINATION OF THE EXISTENCE OF THE BORROWER OR ANY GUARANTOR.
(V)
A CERTIFICATE OF THE SECRETARY OR AN ASSISTANT SECRETARY OF EACH
OF THE BORROWER AND EACH GUARANTOR CERTIFYING THE NAMES AND TRUE SIGNATURES OF
THE OFFICERS OF THE BORROWER AND SUCH GUARANTOR, RESPECTIVELY, AUTHORIZED TO
SIGN THIS AGREEMENT AND THE OTHER DOCUMENTS TO BE DELIVERED HEREUNDER.
(VI)
THE FOLLOWING:
(A) SUCH CERTIFICATES REPRESENTING THE INITIAL
PLEDGED EQUITY OF DOMESTIC ENTITIES REFERRED TO ON SCHEDULE IV HERETO,
ACCOMPANIED BY UNDATED STOCK POWERS, DULY EXECUTED IN BLANK, AND SUCH
INSTRUMENTS EVIDENCING THE INITIAL PLEDGED DEBT REFERRED TO ON SCHEDULE V
HERETO, DULY INDORSED IN BLANK, AS THE LOAN PARTIES MAY BE ABLE TO DELIVER USING
THEIR REASONABLE BEST EFFORTS, (B) PROPER FINANCING STATEMENTS (FORM UCC-1 OR A
COMPARABLE FORM) UNDER THE UCC OF ALL JURISDICTIONS THAT THE INITIAL LENDERS MAY
DEEM NECESSARY OR DESIRABLE IN ORDER TO PERFECT AND PROTECT THE LIENS AND
SECURITY INTEREST CREATED OR PURPORTED TO BE CREATED UNDER ARTICLE IX HEREOF,
COVERING THE COLLATERAL DESCRIBED IN ARTICLE IX HEREOF, IN EACH CASE COMPLETED
IN A MANNER REASONABLY SATISFACTORY TO THE LENDER PARTIES, AND (C) EVIDENCE OF
INSURANCE AS REASONABLY REQUESTED BY THE INITIAL LENDERS.
(VII)
AN INTELLECTUAL PROPERTY SECURITY AGREEMENT (AS AMENDED,
SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME IN ACCORDANCE WITH ITS
TERMS, THE "INTELLECTUAL PROPERTY SECURITY AGREEMENT"), DULY EXECUTED BY EACH
LOAN PARTY, TOGETHER WITH EVIDENCE THAT ALL ACTIONS THAT THE INITIAL LENDERS MAY
DEEM REASONABLY NECESSARY OR DESIRABLE IN ORDER TO PERFECT AND PROTECT THE FIRST
PRIORITY LIENS AND SECURITY INTERESTS CREATED UNDER THE INTELLECTUAL PROPERTY
SECURITY AGREEMENT IN THE UNITED STATES HAVE BEEN TAKEN OR WILL BE TAKEN IN
ACCORDANCE WITH THE TERMS OF THE LOAN DOCUMENTS.
(VIII)
A FORECAST REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT AND
THE INITIAL LENDERS DETAILING THE BORROWER'S ANTICIPATED MONTHLY INCOME
STATEMENT, BALANCE SHEET AND CASH FLOW STATEMENT, EACH ON A CONSOLIDATED BASIS
FOR THE BORROWER AND ITS SUBSIDIARIES, TOGETHER WITH A WRITTEN SET OF
ASSUMPTIONS SUPPORTING SUCH STATEMENTS, FOR EACH MONTH DURING THE PERIOD
COMMENCING ON THE PETITION DATE AND ENDING ON THE STATED MATURITY DATE