CERTIFICATES; CERTIFIED CERTIFICATE OF INCORPORATION; GOOD STANDING
CERTIFICATES.
THE AGENT SHALL HAVE RECEIVED (I) A CERTIFICATE OF EACH LOAN
PARTY, DATED THE CLOSING DATE AND EXECUTED BY ITS SECRETARY OR ASSISTANT
SECRETARY (OR, IN THE CASE OF NM NEVADA TRUST, ITS CLERK), 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 GOOD
STANDING CERTIFICATE FOR EACH LOAN PARTY FROM ITS JURISDICTION OF ORGANIZATION.
(E) NO DEFAULT CERTIFICATE.
THE AGENT SHALL HAVE RECEIVED A CERTIFICATE, SIGNED
BY THE CHIEF FINANCIAL OFFICER OF THE BORROWER, DATED THE CLOSING DATE (I)
STATING THAT NO DEFAULT HAS OCCURRED AND IS CONTINUING (OTHER THAN ANY DEFAULT
ARISING PURSUANT TO SECTION 7.01(B) WITH RESPECT TO ANY OF THE REPRESENTATIONS
ENUMERATED IN CLAUSE (II) BELOW) AND (II) STATING THAT THE REPRESENTATIONS AND
WARRANTIES CONTAINED IN ARTICLE III (EXCEPT, IN THE CASE OF THE INITIAL
REVOLVING BORROWING ON THE CLOSING DATE, THE REPRESENTATIONS CONTAINED IN
SECTIONS 3.04, 3.05, 3.06, 3.07, 3.09, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 3.17
AND 3.19) ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF SUCH DATE.
(F) FEES.
THE LENDERS AND THE AGENT SHALL HAVE RECEIVED ALL FEES REQUIRED TO BE
PAID, AND ALL EXPENSES FOR WHICH INVOICES HAVE BEEN PRESENTED (INCLUDING THE
REASONABLE DOCUMENTED FEES AND EXPENSES OF LEGAL COUNSEL), ON OR BEFORE THE
CLOSING DATE.
(G) LIEN AND JUDGMENT SEARCHES.
THE AGENT SHALL HAVE RECEIVED THE RESULTS OF
RECENT LIEN AND JUDGMENT SEARCHES IN EACH OF THE JURISDICTIONS CONTEMPLATED BY
THE PERFECTION CERTIFICATE, AND SUCH SEARCH SHALL REVEAL NO MATERIAL JUDGMENTS
AND 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 CLOSING DATE PURSUANT TO A
PAY-OFF LETTER OR OTHER DOCUMENTATION REASONABLY SATISFACTORY TO THE AGENT.
(H) PAY-OFF LETTER.
THE AGENT SHALL HAVE RECEIVED A PAY-OFF LETTER REASONABLY
SATISFACTORY TO IT IN RESPECT OF THE REPAYMENT OF THE EXISTING CREDIT AGREEMENT
FROM THE PROCEEDS THE INITIAL REVOLVING BORROWING, CONFIRMING THAT ALL LIENS
UPON ANY OF THE PROPERTY OF THE LOAN PARTIES CONSTITUTING COLLATERAL ARISING
UNDER THE EXISTING CREDIT AGREEMENT, IF ANY, WILL BE TERMINATED
59
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.
(I) FUNDING ACCOUNT.
THE AGENT SHALL HAVE RECEIVED A NOTICE SETTING FORTH THE