THIS AGREEMENT AND THE SECURITY AGREEMENT (WHICH SHALL BE IN
FORM AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT AND EACH LENDER),
THE OTHER COLLATERAL DOCUMENTS AND THE OTHER AGREEMENTS, INSTRUMENTS AND OTHER
DOCUMENTS SET FORTH ON THE CLOSING CHECKLIST, EACH PROPERLY EXECUTED BY AN
AUTHORIZED OFFICER OF EACH LOAN PARTY PARTY THERETO AND, IN THE CASE OF THIS
AGREEMENT, BY EACH LENDER, AND IN FORM AND SUBSTANCE SATISFACTORY TO THE
ADMINISTRATIVE AGENT.
(B)
ORGANIZATION DOCUMENTS, RESOLUTIONS, ETC.
RECEIPT BY THE
ADMINISTRATIVE AGENT OF THE FOLLOWING, EACH OF WHICH SHALL BE ORIGINALS OR
FACSIMILES (FOLLOWED PROMPTLY BY ORIGINALS), DATED AS OF A RECENT DATE BEFORE
THE CLOSING DATE AND IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT:
(I)
COPIES OF THE ORGANIZATION DOCUMENTS OF EACH LOAN PARTY CERTIFIED
TO BE TRUE AND COMPLETE AS OF A RECENT DATE ACCEPTABLE TO THE ADMINISTRATIVE
AGENT BY THE APPROPRIATE GOVERNMENTAL AUTHORITY OF THE STATE OR OTHER
JURISDICTION OF ITS INCORPORATION OR ORGANIZATION, WHERE APPLICABLE, AND
CERTIFIED BY A SECRETARY OR ASSISTANT SECRETARY OF SUCH LOAN PARTY TO BE TRUE
AND CORRECT AS OF THE CLOSING DATE;
67
(II)
SUCH CERTIFICATES OF RESOLUTIONS OR OTHER ACTION, INCUMBENCY
CERTIFICATES AND/OR OTHER CERTIFICATES CERTIFIED BY A SECRETARY OR ASSISTANT
SECRETARY OF EACH LOAN PARTY AS THE ADMINISTRATIVE AGENT MAY REASONABLY REQUIRE
EVIDENCING THE IDENTITY, AUTHORITY AND CAPACITY OF (A) EACH OFFICER OF ANY LOAN
PARTY EXECUTING ANY AGREEMENT, CERTIFICATE OF OTHER DOCUMENT REQUIRED TO BE
DELIVERED HEREBY OR (B) AUTHORIZED TO ACT AS A RESPONSIBLE OFFICER IN CONNECTION
WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH SUCH LOAN PARTY IS A
PARTY; AND
(III)
SUCH DOCUMENTS AND CERTIFICATIONS AS THE ADMINISTRATIVE AGENT MAY
REASONABLY REQUIRE TO EVIDENCE THAT EACH LOAN PARTY IS DULY ORGANIZED OR FORMED,
AND IS VALIDLY EXISTING, IN GOOD STANDING AND QUALIFIED TO ENGAGE IN BUSINESS IN
ITS STATE OF ORGANIZATION OR FORMATION AND THE STATE IN WHICH ITS PRINCIPAL
PLACE OF BUSINESS IS LOCATED.
(C)
FILINGS, REGISTRATIONS AND RECORDINGS.
RECEIPT BY THE
ADMINISTRATIVE AGENT OF EACH DOCUMENT (INCLUDING ANY UCC-1 FINANCING STATEMENTS)
REQUIRED BY THE COLLATERAL DOCUMENTS OR UNDER LAW OR REASONABLY REQUESTED BY THE
ADMINISTRATIVE AGENT TO BE FILED, REGISTERED OR RECORDED IN ORDER TO CREATE IN
FAVOR OF THE ADMINISTRATIVE AGENT, FOR ITS BENEFIT AND THE BENEFIT OF THE
SECURED PARTIES, A PERFECTED LIEN ON THE COLLATERAL DESCRIBED THEREIN, PRIOR AND
SUPERIOR IN RIGHT TO ANY OTHER PERSON (OTHER THAN PERMITTED LIENS), SHALL BE IN
PROPER FORM FOR FILING, REGISTRATION OR RECORDATION.
(D)
PLEDGED STOCK AND EQUITY INTEREST; STOCK POWERS; PLEDGED NOTES.
RECEIPT BY THE ADMINISTRATIVE AGENT OF (I) ANY CERTIFICATES REPRESENTING THE
EQUITY INTEREST PLEDGED PURSUANT TO THE SECURITY AGREEMENT, TOGETHER WITH AN
UNDATED STOCK (OR ANALOGOUS) POWER FOR EACH SUCH CERTIFICATE EXECUTED IN BLANK
BY A DULY AUTHORIZED OFFICER OF THE PLEDGOR THEREOF OR, WITH RESPECT TO ANY
UNCERTIFICATED SECURITY, AN UNCERTIFICATED SECURITY CONTROL AGREEMENT EXECUTED
BY A PLEDGOR AND ACKNOWLEDGED BY THE APPLICABLE LOAN PARTIES, AND (II) EACH
PROMISSORY NOTE (IF ANY) PLEDGED