A
RESPONSIBLE OFFICER OF THE COMPANY, ON BEHALF OF THE BORROWERS, TO THE EFFECT
THAT ALL REPRESENTATIONS AND WARRANTIES OF THE BORROWERS CONTAINED IN THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE TRUE, CORRECT AND COMPLETE; THAT NONE
OF THE CREDIT PARTIES IS IN VIOLATION OF ANY OF THE COVENANTS CONTAINED IN THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS; THAT, AFTER GIVING EFFECT TO THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, NO DEFAULT OR EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING; AND THAT EACH OF THE CREDIT PARTIES, AS APPLICABLE,
HAS SATISFIED EACH OF THE CONDITIONS SET FORTH IN SECTION 5.2 AND SECTION 5.3.
(II)
CERTIFICATE OF SECRETARY OF EACH CREDIT PARTY.
A CERTIFICATE OF
A RESPONSIBLE OFFICER OF EACH CREDIT PARTY CERTIFYING AS TO THE INCUMBENCY AND
GENUINENESS OF THE SIGNATURE OF EACH OFFICER OF SUCH CREDIT PARTY EXECUTING LOAN
DOCUMENTS TO WHICH IT IS A PARTY AND CERTIFYING THAT ATTACHED THERETO IS A TRUE,
CORRECT AND COMPLETE COPY OF (A) THE ARTICLES OR CERTIFICATE OF INCORPORATION OR
FORMATION OF SUCH CREDIT PARTY AND ALL AMENDMENTS THERETO, CERTIFIED AS OF A
RECENT DATE BY THE APPROPRIATE GOVERNMENTAL AUTHORITY IN ITS JURISDICTION OF
INCORPORATION OR FORMATION, (B) THE BYLAWS OR OTHER GOVERNING DOCUMENT OF SUCH
CREDIT PARTY AS IN EFFECT ON THE CLOSING DATE, (C) RESOLUTIONS DULY ADOPTED BY
THE BOARD OF DIRECTORS OR OTHER GOVERNING BODY OF SUCH CREDIT PARTY AUTHORIZING
THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH IT IS A
PARTY, AND (D) EACH CERTIFICATE REQUIRED TO BE DELIVERED PURSUANT TO
SECTION 5.2(B)(III).
(III)
CERTIFICATES OF GOOD STANDING.
CERTIFICATES AS OF A RECENT DATE
OF THE GOOD STANDING OF EACH CREDIT PARTY UNDER THE LAWS OF ITS JURISDICTION OF
ORGANIZATION AND, TO THE EXTENT REASONABLY REQUESTED BY THE ADMINISTRATIVE
AGENT, EACH OTHER JURISDICTION WHERE SUCH CREDIT PARTY IS QUALIFIED TO DO
BUSINESS.
(IV)
OPINIONS OF COUNSEL.
FAVORABLE OPINIONS OF COUNSEL TO THE CREDIT
PARTIES ADDRESSED TO THE ADMINISTRATIVE AGENT AND THE LENDERS WITH RESPECT TO
THE CREDIT PARTIES, THE LOAN DOCUMENTS AND SUCH OTHER MATTERS AS THE LENDERS
SHALL REASONABLY REQUEST.
35
(V)
TAX FORMS.
COPIES OF THE UNITED STATES INTERNAL REVENUE SERVICE
FORMS REQUIRED BY SECTION 4.11(E).
(C)
CONSENTS; DEFAULTS.
(I)
GOVERNMENTAL AND THIRD PARTY APPROVALS.
THE CREDIT PARTIES SHALL
HAVE RECEIVED ALL MATERIAL GOVERNMENTAL, SHAREHOLDER AND THIRD PARTY CONSENTS
AND APPROVALS NECESSARY (OR ANY OTHER MATERIAL CONSENTS AS DETERMINED IN THE
REASONABLE DISCRETION OF THE ADMINISTRATIVE AGENT) IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE
OTHER TRANSACTIONS CONTEMPLATED HEREBY AND ALL APPLICABLE WAITING PERIODS SHALL
HAVE EXPIRED WITHOUT ANY ACTION BEING TAKEN BY ANY PERSON THAT COULD REASONABLY
BE EXPECTED TO RESTRAIN, PREVENT OR IMPOSE ANY MATERIAL ADVERSE CONDITIONS ON
ANY OF THE CREDIT PARTIES OR SUCH OTHER TRANSACTIONS OR THAT COULD SEEK OR
THREATEN ANY OF THE FOREGOING, AND NO LAW OR REGULATION SHALL BE APPLICABLE
WHICH IN THE REASONABLE JUDGMENT OF THE