CERTIFIED BY THE SECRETARY OR ASSISTANT SECRETARY OF THE
BORROWER OR SUCH SUBSIDIARY AS OF THE RESTATEMENT EFFECTIVE DATE; AND
(II)
A GOOD STANDING CERTIFICATE FOR THE
BORROWER AND EACH OF ITS SUBSIDIARIES FROM THE SECRETARY OF STATE (OR SIMILAR,
APPLICABLE GOVERNMENTAL AUTHORITY) OF ITS STATE OF INCORPORATION OR FORMATION,
AS APPLICABLE, AND EACH STATE WHERE THE BORROWER OR SUCH SUBSIDIARY IS QUALIFIED
TO DO BUSINESS AS A FOREIGN ENTITY AS OF A RECENT DATE;
(D)
COLLATERAL DOCUMENTS.
THE COLLATERAL
DOCUMENTS, EXECUTED BY THE BORROWER AND EACH OF ITS SUBSIDIARIES WHO ARE A PARTY
THERETO IN APPROPRIATE FORM FOR RECORDING, WHERE NECESSARY, TOGETHER WITH THE
FOLLOWING, TO THE EXTENT NOT PREVIOUSLY DELIVERED TO THE AGENT UNDER THE
ORIGINAL CREDIT AGREEMENT:
(I)
ACKNOWLEDGMENT COPIES OF ALL UNIFORM
COMMERCIAL CODE FINANCING STATEMENTS FILED, REGISTERED OR RECORDED TO PERFECT
THE SECURITY INTERESTS OF THE AGENT, FOR THE BENEFIT OF THE AGENT AND THE
LENDERS, GRANTED PURSUANT TO THE COLLATERAL DOCUMENTS, OR OTHER EVIDENCE
REASONABLY SATISFACTORY TO THE AGENT THAT THERE HAS BEEN FILED, REGISTERED OR
RECORDED ALL FINANCING STATEMENTS AND OTHER FILINGS, REGISTRATIONS AND
RECORDINGS REASONABLY NECESSARY AND ADVISABLE TO PERFECT THE LIENS OF THE AGENT,
FOR THE BENEFIT OF THE AGENT AND THE LENDERS, GRANTED PURSUANT TO THE COLLATERAL
DOCUMENTS, IN ACCORDANCE WITH APPLICABLE LAW;
(II)
UNIFORM COMMERCIAL CODE FINANCING
STATEMENT, FEDERAL AND STATE TAX LIEN, PENDING LITIGATION AND JUDGMENT SEARCHES
AS THE AGENT SHALL HAVE REASONABLY REQUESTED OF THE BORROWER, EACH OF ITS
SUBSIDIARIES AND SUCH OTHER PERSONS AS THE AGENT MAY REQUEST, AND SUCH
TERMINATION STATEMENTS, RELEASES OR OTHER DOCUMENTS AS MAY BE REASONABLY
NECESSARY TO CONFIRM THAT THE COLLATERAL IS SUBJECT TO NO OTHER LIENS IN FAVOR
OF ANY PERSONS (OTHER THAN PERMITTED LIENS);
15
(III)
ALL CERTIFICATES AND INSTRUMENTS
REPRESENTING THE PLEDGED COLLATERAL, IRREVOCABLE PROXIES AND STOCK TRANSFER
POWERS EXECUTED IN BLANK OR OTHER EXECUTED ENDORSEMENTS REASONABLY SATISFACTORY
TO THE AGENT, WITH SIGNATURES GUARANTEED AS THE AGENT MAY REQUIRE;
(IV)
EVIDENCE THAT ALL OTHER ACTIONS REASONABLY
NECESSARY OR, IN THE REASONABLE OPINION OF THE AGENT, DESIRABLE TO PERFECT AND
PROTECT THE LIENS CREATED BY THE COLLATERAL DOCUMENTS HAVE BEEN TAKEN;
(V)
FUNDS SUFFICIENT TO PAY ANY FILING OR
RECORDING TAX OR FEE IN CONNECTION WITH ANY AND ALL UNIFORM COMMERCIAL CODE
FINANCING STATEMENTS AND, IF APPLICABLE, THE MORTGAGES OR AMENDMENTS THERETO,
ALL TITLE INSURANCE PREMIUMS, DOCUMENTARY STAMP OR INTANGIBLE TAXES, RECORDING
FEES AND MORTGAGE TAXES PAYABLE IN CONNECTION WITH THE RECORDING OF ANY MORTGAGE
OR FILING OF ANY UNIFORM COMMERCIAL CODE FINANCING STATEMENTS OR THE ISSUANCE OF
THE TITLE INSURANCE POLICIES (WHETHER DUE ON THE RESTATEMENT EFFECTIVE DATE OR
IN THE FUTURE) INCLUDING SUMS DUE IN CONNECTION WITH ANY FUTURE ADVANCES;
(VI)
WITH RESPECT TO EACH PARCEL OF REAL PROPERTY
IN RESPECT OF WHICH THERE IS DELIVERED BY THE BORROWER OR ANY OF ITS
SUBSIDIARIES A MORTGAGE, AN A.L.T.A. MORTGAGEE POLICY OF TITLE INSURANCE (OR,
WITH RESPECT TO MORTGAGEE POLICIES OF TITLE INSURANCE DELIVERED IN CONNECTION
WITH THE ORIGINAL CREDIT AGREEMENT, DATE DOWN ENDORSEMENTS), OR A BINDER