OF EACH LOAN PARTY, DATED THE EFFECTIVE DATE AND EXECUTED BY ITS
SECRETARY OR ASSISTANT SECRETARY, WHICH SHALL (A) CERTIFY THE RESOLUTIONS OF ITS
BOARD OF DIRECTORS, MEMBERS OR OTHER BODY AUTHORIZING THE EXECUTION, DELIVERY
AND PERFORMANCE OF THE LOAN DOCUMENTS TO WHICH IT IS A PARTY, (B) IDENTIFY BY
NAME AND TITLE AND BEAR THE SIGNATURES OF THE FINANCIAL OFFICERS AND ANY OTHER
OFFICERS OF SUCH LOAN PARTY AUTHORIZED TO SIGN THE LOAN DOCUMENTS TO WHICH IT IS
A PARTY, AND (C) CONTAIN APPROPRIATE ATTACHMENTS, INCLUDING THE CERTIFICATE OR
ARTICLES OF INCORPORATION OR ORGANIZATION OF EACH LOAN PARTY CERTIFIED BY THE
RELEVANT AUTHORITY OF THE JURISDICTION OF ORGANIZATION OF SUCH LOAN PARTY AND A
TRUE AND CORRECT COPY OF ITS BY-LAWS OR OPERATING, MANAGEMENT OR PARTNERSHIP
AGREEMENT, AND (II) A LONG-FORM GOOD STANDING CERTIFICATE OR THE EQUIVALENT
THEREOF FOR EACH LOAN PARTY FROM ITS JURISDICTION OF ORGANIZATION.
(D)
NO DEFAULT CERTIFICATE. THE ADMINISTRATIVE AGENTS SHALL HAVE
RECEIVED A CERTIFICATE, SIGNED BY THE CHIEF FINANCIAL OFFICER OF THE US
BORROWER, ON THE INITIAL BORROWING DATE (I) STATING THAT NO DEFAULT HAS OCCURRED
AND IS CONTINUING, (II) STATING THAT THE REPRESENTATIONS AND WARRANTIES
CONTAINED IN ARTICLE III ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF
SUCH DATE, AND (III) CERTIFYING ANY OTHER FACTUAL MATTERS AS MAY BE REASONABLY
REQUESTED BY THE ADMINISTRATIVE AGENTS.
(E)
FEES. THE LENDERS AND THE ADMINISTRATIVE AGENTS SHALL HAVE
RECEIVED ALL FEES REQUIRED TO BE PAID, AND ALL EXPENSES FOR WHICH INVOICES HAVE
BEEN PRESENTED (INCLUDING THE REASONABLE FEES AND EXPENSES OF LEGAL COUNSEL), ON
OR BEFORE THE EFFECTIVE DATE. ALL SUCH AMOUNTS WILL BE PAID WITH PROCEEDS OF
LOANS MADE ON THE EFFECTIVE DATE AND WILL BE REFLECTED IN THE FUNDING
INSTRUCTIONS GIVEN BY THE BORROWERS TO THE ADMINISTRATIVE AGENTS ON OR BEFORE
THE EFFECTIVE DATE.
(F)
LIEN SEARCHES. THE ADMINISTRATIVE AGENTS SHALL HAVE RECEIVED THE
RESULTS OF A RECENT LIEN SEARCH IN EACH OF THE JURISDICTIONS WHERE ASSETS OF THE
LOAN PARTIES ARE LOCATED, AND SUCH SEARCH SHALL REVEAL NO LIENS ON ANY OF THE
ASSETS OF THE LOAN PARTIES EXCEPT FOR LIENS PERMITTED BY SECTION 6.02 OR
DISCHARGED ON OR PRIOR TO THE EFFECTIVE DATE PURSUANT TO A PAY-OFF LETTER OR
OTHER DOCUMENTATION REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENTS.
(G)
PAY-OFF LETTER. THE ADMINISTRATIVE AGENTS SHALL HAVE RECEIVED A
SATISFACTORY PAY-OFF LETTER FOR ALL EXISTING INDEBTEDNESS (INCLUDING ALL
INDEBTEDNESS UNDER THE EXISTING CIT FACILITY BUT
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EXCLUDING THE SENIOR SECURED NOTES) TO BE REPAID FROM THE PROCEEDS OF THE
INITIAL BORROWING, CONFIRMING THAT ALL LIENS UPON ANY OF THE PROPERTY OF THE
LOAN PARTIES CONSTITUTING COLLATERAL (OTHER THAN LIENS IN RESPECT OF THE SENIOR
SECURED NOTES) WILL BE TERMINATED CONCURRENTLY WITH SUCH PAYMENT AND ALL LETTERS
OF CREDIT ISSUED OR GUARANTEED AS PART OF SUCH INDEBTEDNESS SHALL HAVE BEEN CASH
COLLATERALIZED OR SUPPORTED BY A LETTER OF CREDIT.
(H)
FUNDING ACCOUNTS. THE ADMINISTRATIVE AGENTS SHALL HAVE RECEIVED A
NOTICE SETTING FORTH THE DEPOSIT ACCOUNTS OF THE US BORROWER (THE "US BORROWER