ORGANIZATIONAL
DOCUMENTS ON FILE IN SUCH SECRETARY'S OFFICE, (2) IF APPLICABLE, SUCH LOAN PARTY
HAS PAID ALL FRANCHISE TAXES TO THE DATE OF SUCH CERTIFICATE AND (3) SUCH LOAN
PARTY IS DULY INCORPORATED OR ORGANIZED AND IN GOOD STANDING OR PRESENTLY
SUBSISTING UNDER THE LAWS OF THE STATE OF THE JURISDICTION OF ITS INCORPORATION
OR ORGANIZATION.
(III)
A COPY OF A CERTIFICATE OF THE SECRETARY OF STATE OF EACH
JURISDICTION REASONABLY REQUESTED BY THE JOINT LEAD ARRANGERS, DATED REASONABLY
NEAR THE EFFECTIVE DATE OF THIS AMENDMENT, STATING THAT A LOAN PARTY IS DULY
QUALIFIED AND IN GOOD STANDING AS A FOREIGN ENTITY IN SUCH STATE AND HAS FILED
ALL ANNUAL REPORTS REQUIRED TO BE FILED TO THE DATE OF SUCH CERTIFICATE.
(IV)
A CERTIFICATE OF EACH LOAN PARTY, SIGNED ON BEHALF OF SUCH LOAN
PARTY BY A RESPONSIBLE OFFICER, DATED THE DATE OF THIS AMENDMENT (THE STATEMENTS
MADE IN WHICH CERTIFICATE SHALL BE TRUE ON AND AS OF THE EFFECTIVE DATE OF THIS
AMENDMENT), CERTIFYING AS TO (A) THE ABSENCE OF ANY AMENDMENTS TO THE
ORGANIZATIONAL DOCUMENTS OF SUCH LOAN PARTY SINCE THE DATE OF THE SECRETARY OF
STATE'S CERTIFICATE REFERRED TO IN CLAUSE (II) ABOVE, (B) A TRUE AND CORRECT
COPY OF THE BYLAWS OR OPERATING AGREEMENT, AS APPLICABLE, OF SUCH LOAN PARTY AS
IN EFFECT ON THE DATE ON WHICH THE RESOLUTIONS REFERRED TO IN CLAUSE (I) ABOVE
WERE ADOPTED AND ON THE EFFECTIVE DATE OF THIS AMENDMENT, (C) THE DUE
INCORPORATION/ORGANIZATION AND GOOD STANDING OR VALID EXISTENCE OF SUCH LOAN
PARTY AS A CORPORATION OR LIMITED LIABILITY COMPANY ORGANIZED UNDER THE LAWS OF
THE JURISDICTION OF ITS INCORPORATION OR ORGANIZATION, AND THE ABSENCE OF ANY
PROCEEDING FOR THE DISSOLUTION OR LIQUIDATION OF SUCH LOAN PARTY, (D) THE TRUTH
AND ACCURACY OF THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THE LOAN
DOCUMENTS AS THOUGH MADE ON AND AS OF THE EFFECTIVE DATE OF THIS AMENDMENT, AND
(E) THE ABSENCE OF ANY EVENT OCCURRING AND CONTINUING, OR RESULTING FROM THE
AMENDMENT OR THE OUTSTANDINGS UNDER THE REVOLVING CREDIT FACILITY, THAT
CONSTITUTES A DEFAULT.
(V)
A CERTIFICATE OF A RESPONSIBLE OFFICER OF EACH LOAN PARTY
CERTIFYING THE NAMES AND TRUE SIGNATURES OF THE OFFICERS OF SUCH LOAN PARTY
AUTHORIZED TO SIGN THE AMENDMENT, THE CONSENT AND THE OTHER DOCUMENTS TO BE
DELIVERED HEREUNDER TO WHICH IT IS OR IS TO BE A PARTY.
(D)
INDENTURE COMPLIANCE CERTIFICATE, ETC.
THE JOINT LEAD ARRANGERS
SHALL HAVE RECEIVED A CERTIFICATE SIGNED BY THE CHIEF FINANCIAL OFFICER OF THE
BORROWER
4
CERTIFYING THAT, AFTER GIVING EFFECT TO THE OUTSTANDINGS UNDER THE REVOLVING
CREDIT FACILITY, THE BORROWER IS IN COMPLIANCE WITH (I) THE COVENANTS (INCLUDING
RESTRICTIONS ON LIENS AND DEBT) SET FORTH IN THE RELATED DOCUMENTS AND EACH
OTHER INDENTURE TO WHICH THE BORROWER IS A PARTY (TOGETHER WITH CALCULATIONS IN
DETAIL REASONABLY SATISFACTORY THE JOINT LEAD ARRANGERS) AND (II) ALL OTHER
DOCUMENTS EVIDENCING INDEBTEDNESS INCURRED PURSUANT TO SECTION 5.02(B)(I)(C) OF
THE CREDIT AGREEMENT.
(E)
LEGAL OPINIONS.
THE JOINT LEAD ARRANGERS SHALL HAVE RECEIVED
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