AND SUCH GUARANTOR, RESPECTIVELY, BY
ITS PRESIDENT OR A VICE PRESIDENT AND ITS SECRETARY OR ANY ASSISTANT SECRETARY,
DATED THE EFFECTIVE DATE (THE STATEMENTS MADE IN WHICH CERTIFICATE SHALL BE TRUE
ON AND AS OF THE EFFECTIVE DATE), CERTIFYING AS TO (A) THE ACCURACY AND
COMPLETENESS OF THE CHARTER OF THE BORROWER OR SUCH GUARANTOR AND THE ABSENCE OF
ANY CHANGES THERETO; (B) THE ACCURACY AND COMPLETENESS OF THE BYLAWS (OR
EQUIVALENT ORGANIZATIONAL DOCUMENT) OF THE BORROWER OR SUCH GUARANTOR AS IN
EFFECT ON THE DATE ON WHICH THE RESOLUTIONS OF THE BOARD OF DIRECTORS (OR
PERSONS PERFORMING SIMILAR FUNCTIONS) OF SUCH PERSON REFERRED TO IN
SECTION 3.01(A)(II) WERE
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ADOPTED AND THE ABSENCE OF ANY CHANGES THERETO (A COPY OF WHICH SHALL BE
ATTACHED TO SUCH CERTIFICATE); AND (C) THE ABSENCE OF ANY PROCEEDING KNOWN TO BE
PENDING OR THREATENED IN WRITING FOR THE DISSOLUTION, LIQUIDATION OR OTHER
TERMINATION OF THE EXISTENCE OF THE BORROWER OR ANY GUARANTOR.
(V)
A CERTIFICATE OF THE SECRETARY OR AN
ASSISTANT SECRETARY OF EACH OF THE BORROWER AND EACH GUARANTOR CERTIFYING THE
NAMES AND TRUE SIGNATURES OF THE OFFICERS OF THE BORROWER AND SUCH GUARANTOR,
RESPECTIVELY, AUTHORIZED TO SIGN THIS AGREEMENT AND THE OTHER DOCUMENTS TO BE
DELIVERED HEREUNDER.
(VI)
THE FOLLOWING:
(A) SUCH CERTIFICATES
REPRESENTING THE INITIAL PLEDGED EQUITY OF DOMESTIC ENTITIES REFERRED TO ON
SCHEDULE IV HERETO, ACCOMPANIED BY UNDATED STOCK POWERS, DULY EXECUTED IN BLANK,
AND SUCH INSTRUMENTS EVIDENCING THE INITIAL PLEDGED DEBT REFERRED TO ON
SCHEDULE V HERETO, DULY INDORSED IN BLANK, AS THE LOAN PARTIES MAY BE ABLE TO
DELIVER USING THEIR REASONABLE BEST EFFORTS, (B) PROPER FINANCING STATEMENTS
(FORM UCC-1 OR A COMPARABLE FORM) UNDER THE UCC OF ALL JURISDICTIONS THAT THE
INITIAL LENDERS MAY DEEM NECESSARY OR DESIRABLE IN ORDER TO PERFECT AND PROTECT
THE LIENS AND SECURITY INTEREST CREATED OR PURPORTED TO BE CREATED UNDER
ARTICLE IX HEREOF, COVERING THE COLLATERAL DESCRIBED IN ARTICLE IX HEREOF, IN
EACH CASE COMPLETED IN A MANNER REASONABLY SATISFACTORY TO THE LENDER PARTIES,
AND (C) EVIDENCE OF INSURANCE AS REASONABLY REQUESTED BY THE INITIAL LENDERS.
(VII)
AN INTELLECTUAL PROPERTY SECURITY AGREEMENT (AS
AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME IN ACCORDANCE WITH
ITS TERMS, THE "INTELLECTUAL PROPERTY SECURITY AGREEMENT"), DULY EXECUTED BY
EACH LOAN PARTY, TOGETHER WITH EVIDENCE THAT ALL ACTIONS THAT THE INITIAL
LENDERS MAY DEEM REASONABLY NECESSARY OR DESIRABLE IN ORDER TO PERFECT AND
PROTECT THE FIRST PRIORITY LIENS AND SECURITY INTERESTS CREATED UNDER THE
INTELLECTUAL PROPERTY SECURITY AGREEMENT IN THE UNITED STATES HAVE BEEN TAKEN OR
WILL BE TAKEN IN ACCORDANCE WITH THE TERMS OF THE LOAN DOCUMENTS.
(VIII)
A FORECAST REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT AND THE INITIAL LENDERS DETAILING THE BORROWER'S
ANTICIPATED MONTHLY INCOME STATEMENT, BALANCE SHEET AND CASH FLOW STATEMENT,
EACH ON A CONSOLIDATED BASIS FOR THE BORROWER AND ITS SUBSIDIARIES, TOGETHER
WITH A WRITTEN SET OF ASSUMPTIONS SUPPORTING SUCH STATEMENTS, FOR EACH MONTH
DURING THE PERIOD COMMENCING ON THE PETITION DATE AND ENDING ON THE STATED
MATURITY DATE