(I)
FINANCING STATEMENTS WITH RESPECT TO EACH OBLIGOR TO BE FILED IN
EACH JURISDICTION WHICH, IN THE OPINION OF THE ADMINISTRATIVE AGENT, IS
REASONABLY NECESSARY TO PERFECT THE LIENS CREATED BY THE SECURITY AGREEMENT, TO
THE EXTENT SUCH LIENS CAN BE PERFECTED BY FILING.
(II)
CURRENT SEARCHES OF APPROPRIATE FILING OFFICES IN EACH
JURISDICTION IN WHICH ANY OBLIGOR IS ORGANIZED, HAS AN OFFICE OR OTHERWISE
CONDUCTS BUSINESS SHOWING THAT NO STATE OR FEDERAL TAX LIENS HAVE BEEN FILED AND
REMAIN IN EFFECT AGAINST THE BORROWER OR ANY SUBSIDIARY, AND THAT NO FINANCING
STATEMENTS OR OTHER NOTIFICATIONS OR FILINGS HAVE BEEN FILED AND REMAIN IN
EFFECT AGAINST THE BORROWER OR ANY SUBSIDIARY EXCEPT (A) TO PERFECT LIENS NOT
PROHIBITED UNDER SECTION 6.1, AND (B) AS SET FORTH IN SCHEDULE 4.11.
(III)
ORIGINAL STOCK CERTIFICATES (OR OTHER APPLICABLE EVIDENCE OF
OWNERSHIP) EVIDENCING ALL ISSUED AND OUTSTANDING CAPITAL STOCK OF EACH
SUBSIDIARY OBLIGOR AND NOT LESS THAN 65% OF THE CAPITAL STOCK OF EACH APPLICABLE
FOREIGN SUBSIDIARY, TOGETHER WITH STOCK POWERS EXECUTED IN BLANK BY THE
APPLICABLE OWNER OF SUCH CAPITAL STOCK.
(IV)
EVIDENCE OF ALL INSURANCE REQUIRED BY THE TERMS OF THE SECURITY
AGREEMENT, INCLUDING BUT NOT LIMITED TO CERTIFICATES AND LOSS PAYABLE
ENDORSEMENTS SHOWING THE ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE LENDER
PARTIES, AS ADDITIONAL INSURED AND LENDER'S LOSS PAYEE THEREUNDER.
(D)
FINANCIAL STATEMENTS OF THE BORROWER FOR THE 12-MONTH PERIOD
ENDING MARCH 31, 2008, TOGETHER WITH A COMPLIANCE CERTIFICATE WITH RESPECT TO
SUCH FINANCIAL STATEMENTS, DULY EXECUTED BY THE CHIEF FINANCIAL OFFICER OF THE
BORROWER.
(E)
A CERTIFICATE OF THE SECRETARY OF EACH OBLIGOR (I) CERTIFYING THAT
THE EXECUTION, DELIVERY AND PERFORMANCE OF THE LOAN DOCUMENTS AND OTHER
DOCUMENTS CONTEMPLATED HEREUNDER TO WHICH SUCH OBLIGOR IS A PARTY HAVE BEEN DULY
APPROVED BY ALL NECESSARY ACTION OF THE GOVERNING BOARD OF SUCH OBLIGOR, AND
ATTACHING TRUE AND CORRECT COPIES OF THE APPLICABLE RESOLUTIONS GRANTING SUCH
APPROVAL, (II) CERTIFYING THAT ATTACHED TO SUCH CERTIFICATE ARE TRUE AND CORRECT
COPIES OF THE ORGANIZATIONAL DOCUMENTS OF SUCH OBLIGOR, TOGETHER WITH SUCH
COPIES, AND (III) CERTIFYING THE NAMES OF THE OFFICERS OF SUCH OBLIGOR THAT ARE
AUTHORIZED TO SIGN THE LOAN DOCUMENTS AND OTHER DOCUMENTS CONTEMPLATED
HEREUNDER, INCLUDING (IN THE CASE OF THE BORROWER) REQUESTS FOR BORROWINGS AND
LETTERS OF CREDIT, TOGETHER WITH THE TRUE SIGNATURES OF SUCH OFFICERS. THE
LENDER PARTIES MAY CONCLUSIVELY RELY ON SUCH CERTIFICATE UNTIL THEY SHALL
RECEIVE A FURTHER
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CERTIFICATE OF THE SECRETARY OR ASSISTANT SECRETARY OF SUCH OBLIGOR CANCELING OR
AMENDING THE PRIOR CERTIFICATE AND SUBMITTING THE SIGNATURES OF THE OFFICERS
NAMED IN SUCH FURTHER CERTIFICATE.
(F)
CERTIFICATES OF GOOD STANDING OF EACH OBLIGOR, DATED NOT MORE
THAN TEN DAYS BEFORE SUCH DATE.
(G)
A SIGNED COPY OF AN OPINION OF COUNSEL FOR THE BORROWER, ADDRESSED
TO THE LENDER PARTIES AS TO MATTERS REFERRED TO IN SECTIONS 4.1, 4.2, 4.3 AND
4.7, AND AS TO SUCH OTHER MATTERS AS THE LENDER PARTIES MAY REASONABLY REQUEST,
WITH THAT OPINION BEING ACCEPTABLE TO EACH LENDER'S COUNSEL.
IN