COUNTERPARTS OF THIS AGREEMENT, SUFFICIENT IN NUMBER FOR
DISTRIBUTION TO ADMINISTRATIVE AGENT, LENDERS AND BORROWER;
(II)
THE NOTES EXECUTED BY BORROWER IN FAVOR OF EACH LENDER, EACH IN A
PRINCIPAL AMOUNT EQUAL TO SUCH LENDER'S COMMITMENT;
(III)
THE MULTI-PARTY GUARANTY;
(IV)
THE PLEDGE AND SECURITY AGREEMENT, TOGETHER WITH SUCH
CERTIFICATES, STOCK POWERS, REGISTRATIONS AND OTHER SUPPORTING DOCUMENTS AS
ADMINISTRATIVE AGENT SHALL REASONABLY REQUIRE;
(V)
THE INTELLECTUAL PROPERTY SECURITY AGREEMENTS;
41
(VI)
EXECUTED COUNTERPARTS OF THE INTERCREDITOR AGREEMENT;
(VII)
THE FIRST LIEN LOAN DOCUMENTS;
(VIII)
SUCH CERTIFICATES OF RESOLUTIONS OR OTHER ACTION, INCUMBENCY
CERTIFICATES AND/OR OTHER CERTIFICATES OF RESPONSIBLE OFFICERS OF BORROWER AS
ADMINISTRATIVE AGENT MAY REQUIRE TO ESTABLISH THE IDENTITIES OF AND VERIFY THE
AUTHORITY AND CAPACITY OF EACH RESPONSIBLE OFFICER THEREOF AUTHORIZED TO ACT AS
A RESPONSIBLE OFFICER THEREOF;
(IX)
SUFFICIENT COPIES OF EACH ORGANIZATION DOCUMENT OF EACH CREDIT
PARTY, AS APPLICABLE, AND, TO THE EXTENT APPLICABLE, CERTIFIED AS OF A RECENT
DATE BY THE APPROPRIATE GOVERNMENTAL OFFICIAL, FOR EACH LENDER, EACH DATED THE
CLOSING DATE OR A RECENT DATE PRIOR THERETO;
(X)
RESOLUTIONS OF THE BOARD OF DIRECTORS OR SIMILAR GOVERNING BODY
OF EACH CREDIT PARTY APPROVING AND AUTHORIZING THE EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE MERGER
DOCUMENTS TO WHICH IT IS A PARTY OR BY WHICH IT OR ITS ASSETS MAY BE BOUND AS OF
THE CLOSING DATE, CERTIFIED AS OF THE CLOSING DATE BY ITS SECRETARY OR AN
ASSISTANT SECRETARY AS BEING IN FULL FORCE AND EFFECT WITHOUT MODIFICATION OR
AMENDMENT;
(XI)
A GOOD STANDING CERTIFICATE FROM THE APPLICABLE GOVERNMENTAL
AUTHORITY OF EACH CREDIT PARTY'S JURISDICTION OF INCORPORATION, ORGANIZATION OR
FORMATION AND IN EACH JURISDICTION IN WHICH IT IS QUALIFIED AS A FOREIGN
CORPORATION OR OTHER ENTITY TO DO BUSINESS, EACH DATED A RECENT DATE PRIOR TO
THE CLOSING DATE;
(XII)
A CERTIFICATE SIGNED BY A RESPONSIBLE OFFICER OF BORROWER
(A) THAT THE REPRESENTATIONS AND WARRANTIES MADE BY BORROWER HEREIN ARE TRUE AND
CORRECT ON AND AS OF THE CLOSING DATE (EXCEPT TO THE EXTENT SUCH REPRESENTATIONS
AND WARRANTIES SPECIFICALLY REFER TO AN EARLIER DATE, IN WHICH CASE THEY SHALL
BE TRUE AND CORRECT AS OF SUCH EARLIER DATE), (B) THAT BORROWER IS IN COMPLIANCE
WITH ALL THE TERMS AND PROVISIONS OF THE LOAN DOCUMENTS TO WHICH IT IS A PARTY,
AND NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING OR
WOULD RESULT FROM THE CONSUMMATION OF THE BORROWING CONTEMPLATED HEREBY, AND
(C) THAT THERE HAS BEEN NO EVENT OR CIRCUMSTANCE SINCE THE DATE OF THE AUDITED
FINANCIAL STATEMENTS WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT;
(XIII)
OPINIONS OF COUNSEL TO BORROWER IN SUBSTANTIALLY THE FORM OF
EXHIBIT G AND OTHERWISE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
ADMINISTRATIVE AGENT;
(XIV)
SUCH RELIANCE LETTERS AS ADMINISTRATIVE AGENT SHALL REQUEST
PROVIDING FOR THE RIGHT OF THE ADMINISTRATIVE AGENT AND THE LENDERS TO RELY ON
ANY LEGAL OPINIONS, SOLVENCY OPINIONS OR FAIRNESS OPINIONS DELIVERED TO BORROWER
OR ANY OF ITS SUBSIDIARIES