AND OUTSTANDING SHARES OF THE CAPITAL STOCK OF EACH BORROWER AND
GUARANTOR (OTHER THAN PARENT) AND OWNED BY ANY BORROWER OR GUARANTOR, IN EACH
CASE TOGETHER WITH STOCK POWERS DULY EXECUTED IN BLANK WITH RESPECT THERETO,
(III) LIEN (INCLUDING TAX LIEN) AND JUDGMENT SEARCH RESULTS FOR THE JURISDICTION
OF ORGANIZATION OF EACH BORROWER AND GUARANTOR, THE JURISDICTION OF THE CHIEF
EXECUTIVE OFFICE OF EACH BORROWER AND GUARANTOR AND ALL JURISDICTIONS IN WHICH
ASSETS OF BORROWERS AND GUARANTORS ARE LOCATED, (IV) EVIDENCE OF INSURANCE AND
LOSS PAYEE ENDORSEMENTS REQUIRED HEREUNDER AND UNDER THE OTHER FINANCING
AGREEMENTS AND CERTIFICATES OF INSURANCE POLICIES AND/OR ENDORSEMENTS NAMING
ADMINISTRATIVE AGENT AS LOSS PAYEE, (V) SUCH OPINION LETTERS OF COUNSEL TO
BORROWERS AND GUARANTORS WITH RESPECT TO THE FINANCING AGREEMENTS AND SUCH OTHER
MATTERS AS ADMINISTRATIVE AGENT MAY REASONABLY REQUEST, LIMITED TO ONE (1) SUCH
OUTSIDE COUNSEL OPINION FOR EACH APPLICABLE JURISDICTION (IT BEING AGREED THAT
ONE (1) COUNSEL MAY OPINE ON MULTIPLE JURISDICTIONS, AS APPLICABLE), AND (VI)
RECORDS OF ANY REQUIRED CORPORATE OR LIMITED LIABILITY COMPANY ACTION AND
PROCEEDINGS OF BORROWERS AND GUARANTORS APPROVING AN AUTHORIZING THE EXECUTION,
DELIVERY AND PERFORMANCE OF THIS AGREEMENT, THE OTHER FINANCING AGREEMENTS AND
THE TRANSACTIONS CONTEMPLATED HEREBY THEREWITH, SUCH DOCUMENTS WHERE REQUESTED
BY ADMINISTRATIVE AGENT OR ITS COUNSEL TO BE CERTIFIED BY APPROPRIATE OFFICERS
OR A GOVERNMENTAL AUTHORITY, IF APPLICABLE (AND INCLUDING A COPY OF THE ARTICLES
OR CERTIFICATE OF INCORPORATION OR COMPARABLE ORGANIZATIONAL DOCUMENTS OF EACH
BORROWER AND GUARANTOR CERTIFIED BY THE SECRETARY OF STATE (OR EQUIVALENT
GOVERNMENTAL AUTHORITY) WHICH SHALL SET FORTH THE SAME COMPLETE CORPORATE OR
LIMITED LIABILITY COMPANY NAME OF SUCH BORROWER OR GUARANTOR AS IS SET FORTH
HEREIN;
(E)
ADMINISTRATIVE AGENT, FOR THE BENEFIT OF ITSELF AND THE OTHER SECURED
PARTIES, SHALL HOLD PERFECTED, FIRST PRIORITY (SUBJECT TO THE PERMITTED LIENS
SET FORTH IN SECTIONS 9.8(B), 9.8(C), 9.8(D), 9.8(E), 9.8(F), 9.8(G), 9.8(H),
9.8(I), 9.8(J), 9.8(M) AND 9.8(O) TO THE EXTENT SUCH LIENS MAY HAVE PRIORITY
UNDER APPLICABLE LAW), SECURITY INTERESTS IN AND LIENS UPON THE COLLATERAL, AND
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED SUCH EVIDENCE OF THE FOREGOING AS IT
REASONABLY REQUIRES, EXCEPT, THAT, TO THE EXTENT ANY COLLATERAL (INCLUDING THE
CREATION OR PERFECTION OF ANY SECURITY INTEREST THEREIN) IS NOT OR CANNOT BE
PROVIDED ON THE EFFECTIVE DATE AFTER THE USE OF COMMERCIALLY REASONABLE EFFORTS
BY PARENT TO DO SO, WITHOUT UNDUE BURDEN OR EXPENSE, THEN THE PERFECTION OF ANY
SUCH LIEN, SECURITY INTEREST AND/OR COLLATERAL SHALL NOT CONSTITUTE A CONDITION
PRECEDENT TO THE INITIAL FUNDING UNDER THIS AGREEMENT ON THE EFFECTIVE DATE BUT
WILL BE PROVIDED WITHIN NINETY (90) DAYS OF THE EFFECTIVE DATE OR SUCH LONGER
PERIOD AS ARRANGERS MAY REASONABLY AGREE (OTHER THAN WITH RESPECT TO (I) THE
PERFECTION OF SECURITY INTERESTS IN AND LIENS ON ASSETS WITH RESPECT TO WHICH A
SECURITY INTEREST MAY BE PERFECTED ON THE EFFECTIVE DATE SOLELY BY THE FILING OF
FINANCING STATEMENTS UNDER THE UCC OR BY THE FILING OF A NOTICE WITH THE UNITED
STATES PATENT AND TRADEMARK OFFICE OR THE UNITED STATES COPYRIGHT