RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS (OR SIMILAR GOVERNING
BODY) OF SUCH CREDIT PARTY, AUTHORIZING THE EXECUTION, DELIVERY AND PERFORMANCE
OF THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS TO WHICH IT IS A PARTY, AND AS
TO THE INCUMBENCY AND GENUINENESS OF THE SIGNATURE OF EACH OFFICER OF SUCH
CREDIT PARTY EXECUTING THIS AGREEMENT OR ANY OF SUCH OTHER CREDIT DOCUMENTS, AND
ATTACHING ALL SUCH COPIES OF THE DOCUMENTS DESCRIBED ABOVE.
(D)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED (I) A CERTIFICATE AS
OF A RECENT DATE OF THE GOOD STANDING OF EACH CREDIT PARTY EXECUTING ANY CREDIT
DOCUMENTS AS OF THE CLOSING DATE, UNDER THE LAWS OF ITS JURISDICTION OF
ORGANIZATION, FROM THE SECRETARY OF STATE (OR COMPARABLE GOVERNMENTAL AUTHORITY)
OF SUCH JURISDICTION, AND (II) A CERTIFICATE AS OF A RECENT DATE OF THE
QUALIFICATION OF EACH CREDIT PARTY TO CONDUCT BUSINESS AS A FOREIGN CORPORATION
IN EACH JURISDICTION WHERE IT IS SO QUALIFIED AS OF THE CLOSING DATE, FROM THE
SECRETARY OF STATE (OR COMPARABLE GOVERNMENTAL AUTHORITY) OF SUCH JURISDICTION.
(E)
THE ADMINISTRATIVE AGENT SHALL BE REASONABLY SATISFIED WITH THE
CORPORATE AND CAPITAL STRUCTURE AND MANAGEMENT OF THE BORROWER AND ITS
SUBSIDIARIES AFTER GIVING EFFECT TO THE TRANSACTIONS, ALL LEGAL, TAX AND
ACCOUNTING MATTERS RELATING TO THE TRANSACTIONS OR TO THE BORROWER AND ITS
SUBSIDIARIES AFTER GIVING EFFECT THERETO, AND ALL DOCUMENTATION RELATING TO THE
TRANSACTIONS AS IT SHALL HAVE REASONABLY REQUESTED.
(F)
ALL APPROVALS, PERMITS AND CONSENTS OF ANY GOVERNMENTAL
AUTHORITIES OR OTHER PERSONS REQUIRED IN CONNECTION WITH THE EXECUTION AND
DELIVERY OF THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE CONSUMMATION
OF THE TRANSACTIONS SHALL HAVE BEEN OBTAINED, WITHOUT THE IMPOSITION OF
CONDITIONS THAT ARE NOT REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT, AND
ALL RELATED FILINGS, IF ANY, SHALL HAVE BEEN MADE, AND ALL SUCH APPROVALS,
PERMITS, CONSENTS AND
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FILINGS SHALL BE IN FULL FORCE AND EFFECT AND THE ADMINISTRATIVE AGENT SHALL
HAVE RECEIVED SUCH COPIES THEREOF AS IT SHALL HAVE REASONABLY REQUESTED; ALL
APPLICABLE WAITING PERIODS SHALL HAVE EXPIRED WITHOUT ANY ADVERSE ACTION BEING
TAKEN OR THREATENED BY ANY GOVERNMENTAL AUTHORITY HAVING JURISDICTION; AND NO
ACTION, PROCEEDING, INVESTIGATION, REGULATION OR LEGISLATION SHALL HAVE BEEN
INSTITUTED, THREATENED OR PROPOSED BEFORE, AND NO ORDER, INJUNCTION OR DECREE
SHALL HAVE BEEN ENTERED BY, ANY COURT OR OTHER GOVERNMENTAL AUTHORITY, IN EACH
CASE TO ENJOIN, RESTRAIN OR PROHIBIT, TO OBTAIN SUBSTANTIAL DAMAGES IN RESPECT
OF, OR TO IMPOSE MATERIALLY ADVERSE CONDITIONS UPON, THIS AGREEMENT, ANY OF THE
OTHER CREDIT DOCUMENTS, OR THE CONSUMMATION OF ANY OF THE OTHER TRANSACTIONS OR
THAT COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(G)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED CERTIFIED REPORTS
FROM AN INDEPENDENT SEARCH SERVICE REASONABLY SATISFACTORY TO IT LISTING ANY
JUDGMENT OR TAX LIEN FILING OR UNIFORM COMMERCIAL CODE FINANCING STATEMENT THAT
NAMES THE BORROWER, OR ANY OF THE BORROWER'S DOMESTIC SUBSIDIARIES AS DEBTOR IN
ANY OF THE JURISDICTIONS LISTED BENEATH ITS NAME ON ANNEX B TO THE SECURITY
AGREEMENT, AS WELL AS LIEN SEARCH