filings of or with respect to the Security Agreement that the Administrative
Agent may reasonably deem necessary or desirable in order to perfect and protect
the liens and security interests created thereby (including, without limitation,
receipt of duly executed payoff letters, UCC-3 termination statements) and that
all filing and recording taxes and fees (if any) have been paid;
(IV)
THE INTELLECTUAL PROPERTY SECURITY AGREEMENT, DULY EXECUTED BY
EACH LOAN PARTY, TOGETHER WITH EVIDENCE THAT ALL ACTION THAT THE ADMINISTRATIVE
AGENT MAY DEEM NECESSARY OR DESIRABLE IN ORDER TO PERFECT AND PROTECT THE FIRST
PRIORITY LIENS AND SECURITY INTERESTS CREATED UNDER THE INTELLECTUAL PROPERTY
SECURITY AGREEMENT HAS BEEN AUTHORIZED;
(V)
SUCH DULY EXECUTED CERTIFICATES OF RESOLUTIONS OR CONSENTS, AND
INCUMBENCY CERTIFICATES OF RESPONSIBLE OFFICERS OF EACH LOAN PARTY AS THE
ADMINISTRATIVE AGENT OR THE LENDERS MAY REASONABLY REQUIRE EVIDENCING THE
IDENTITY, AUTHORITY AND CAPACITY OF EACH RESPONSIBLE OFFICER THEREOF AUTHORIZED
TO ACT AS A RESPONSIBLE OFFICER IN
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CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH SUCH LOAN
PARTY IS A PARTY OR IS TO BE A PARTY;
(VI)
SUCH DOCUMENTS AND DULY EXECUTED CERTIFICATIONS AS THE
ADMINISTRATIVE AGENT OR THE LENDERS MAY REASONABLY REQUIRE TO EVIDENCE THAT EACH
LOAN PARTY IS DULY ORGANIZED OR FORMED, AND THAT EACH LOAN PARTY IS VALIDLY
EXISTING, IN GOOD STANDING AND QUALIFIED TO ENGAGE IN BUSINESS IN ITS
JURISDICTION OF INCORPORATION OR FORMATION AND EACH OTHER JURISDICTION IN WHICH
IT CONDUCTS BUSINESS, EXCEPT WHERE THE FAILURE TO BE SO QUALIFIED COULD NOT,
INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT;
(VII)
FAVORABLE OPINIONS OF (A) KIRKLAND & ELLIS LLP, COUNSEL TO THE
LOAN PARTIES, ADDRESSED TO EACH AGENT AND EACH LENDER, IN SUBSTANTIALLY THE FORM
OF EXHIBIT I-1 AND COVERING SUCH OTHER MATTERS CONCERNING THE LOAN PARTIES AND
THE LOAN DOCUMENTS AS THE REQUIRED LENDERS MAY REASONABLY REQUEST, AND (B) TO
THE EXTENT NOT COVERED IN THE OPINION REFERRED TO IN CLAUSE (A) ABOVE, LOCAL
COUNSEL TO THE LOAN PARTIES IN STATES IN WHICH THE LOAN PARTIES ARE INCORPORATED
OR ORGANIZED, IN FORM AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT;
(VIII)
A CERTIFICATE OF THE CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL
OFFICER OR A SENIOR VICE PRESIDENT OF EACH LOAN PARTY EITHER (A) ATTACHING
COPIES OF ALL GOVERNMENTAL CONSENTS, LICENSES AND APPROVALS REQUIRED IN
CONNECTION WITH THE EXECUTION, DELIVERY AND PERFORMANCE BY SUCH LOAN PARTY AND
THE VALIDITY AGAINST SUCH LOAN PARTY OF THE LOAN DOCUMENTS TO WHICH IT IS A
PARTY, AND SUCH GOVERNMENTAL CONSENTS, LICENSES AND APPROVALS SHALL BE IN FULL
FORCE AND EFFECT, OR (B) STATING THAT NO SUCH GOVERNMENTAL CONSENTS, LICENSES OR
APPROVALS ARE SO REQUIRED;
(IX)
A CERTIFICATE SIGNED BY THE CHIEF EXECUTIVE OFFICER, CHIEF
FINANCIAL OFFICER OR A SENIOR VICE PRESIDENT OF THE BORROWER CERTIFYING (A) THAT
THE CONDITIONS SPECIFIED IN SECTIONS 4.02(A) AND (B) HAVE BEEN SATISFIED AND (B)
THAT SINCE SEPTEMBER 30, 2006, NO COMPANY MATERIAL ADVERSE EFFECT HAS OCCURRED;
(X)
A CERTIFICATE ATTESTING TO THE SOLVENCY