A CERTIFICATE OF THE SECRETARY OR ASSISTANT SECRETARY OF THE
COMPANY CERTIFYING THE NAMES AND TRUE SIGNATURES OF AT LEAST TWO OFFICERS
AUTHORIZED ON ITS BEHALF TO SIGN THIS AGREEMENT AND THE OTHER DOCUMENTS TO BE
DELIVERED BY IT HEREUNDER AND AS TO AN ATTACHED TRUE AND CORRECT COPY OF
COMPANY'S BYLAWS;
(D)
CERTIFICATE OF INCORPORATION OF THE COMPANY CERTIFIED BY THE
SECRETARY OF STATE OF THE JURISDICTION OF ITS INCORPORATION ON OR WITHIN 30 DAYS
PRIOR TO THE CLOSING DATE;
(E)
GOOD STANDING CERTIFICATES FOR THE COMPANY ISSUED BY THE
SECRETARIES OF STATE OF THE STATES OF DELAWARE, MISSOURI, KANSAS, MICHIGAN,
COLORADO AND NEBRASKA;
(F)
EITHER (I) A COUNTERPART OF THIS AGREEMENT SIGNED ON BEHALF OF EACH
PARTY HERETO OR (II) WRITTEN EVIDENCE SATISFACTORY TO THE AGENT (WHICH MAY
INCLUDE TELECOPY TRANSMISSION OF A SIGNED SIGNATURE PAGE OF THIS AGREEMENT) THAT
SUCH PARTY HAS SIGNED A COUNTERPART OF THIS AGREEMENT;
(G)
RECEIPT BY COMPANY AND DELIVERY TO AGENT OF ANY STATE AND FEDERAL
REGULATORY CONSENTS, WAIVERS AND APPROVALS NECESSARY FOR THE EXECUTION, DELIVERY
AND PERFORMANCE OF THE LOAN DOCUMENTS;
(H)
A FILE-STAMPED COPY OF ONE OR MORE PROPER UCC TERMINATION
STATEMENTS, IF ANY, NECESSARY WITH RESPECT TO EACH PREVIOUSLY FILED UCC
FINANCING STATEMENT, IF ANY, THAT NAMES THE COMPANY AS DEBTOR AND COVERS ANY OF
THE COLLATERAL;
(I)
UCC AND FEDERAL TAX AND JUDGMENT LIEN SEARCH RESULTS FROM THE
DELAWARE SECRETARY OF STATE, THE MISSOURI SECRETARY OF STATE, AND THE COUNTY
RECORDER'S OFFICE OF JACKSON COUNTY, MISSOURI, EACH DATED AS OF A DATE
REASONABLY CLOSE TO THE CLOSING DATE INDICATING THAT ALL OR ANY PORTION OF THE
COLLATERAL ARE NOT COVERED BY ANY EFFECTIVE FINANCING STATEMENT OR FEDERAL TAX
LIEN OR JUDGMENT LIEN;
(J)
A CERTIFICATE OF THE COMPANY CERTIFYING (I) THAT THE
REPRESENTATIONS AND WARRANTIES MADE, OR DEEMED TO BE MADE, BY THE COMPANY IN
CONNECTION WITH THIS AGREEMENT OR THE MONTHLY REPORTS ARE TRUE AND CORRECT IN
ALL MATERIAL RESPECTS; AND (II) AS TO THE ABSENCE OF ANY EVENT OF DEFAULT OR
EVENT THAT WOULD CONSTITUTE AN EVENT OF DEFAULT BUT FOR THE REQUIREMENT THAT
NOTICE BE GIVEN OR TIME ELAPSE;
20
(K)
THE AGENT MUST HAVE RECEIVED, ON BEHALF OF ITSELF AND THE LENDERS,
THE FEES TO BE RECEIVED PRIOR TO THE INITIAL EXTENSION OF CREDIT AS AGREED
BETWEEN THE AGENT AND THE COMPANY, AND AGENT MUST HAVE RECEIVED REIMBURSEMENT OF
ALL AGREED-UPON COSTS AND EXPENSES (INCLUDING THE REASONABLE FEES AND EXPENSES
OF EXTERNAL COUNSEL TO THE AGENT TO THE EXTENT INVOICED);
(L)
A FAVORABLE OPINION OF LESLIE J. PARRETTE, JR., GENERAL COUNSEL TO
THE COMPANY, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO AGENT, AS TO SUCH
MATTERS AS THE AGENT REASONABLY MAY REQUEST;
(M)
A FAVORABLE OPINION OF CHADBOURNE & PARKE LLP, SPECIAL COUNSEL TO
THE AGENT, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO AGENT, AS TO SUCH
MATTERS AS THE AGENT REASONABLY MAY REQUEST;
(N)
A FAVORABLE OPINION OF HOGAN & HARTSON LLP, FEDERAL REGULATORY
COUNSEL TO THE COMPANY, IN FORM AND SUBSTANCE