OF THE CASH
COLLATERAL ACCOUNT, DULY EXECUTED BY THE BORROWER, THE COLLATERAL AGENT AND THE
DEPOSITARY BANK.
(III)
A CERTIFICATE FROM THE SECRETARY OR
ASSISTANT SECRETARY OF EACH LOAN PARTY CERTIFYING AS TO (A) A TRUE AND CORRECT
COPY OF THE RESOLUTIONS OF THE BOARDS OF DIRECTORS OF EACH LOAN PARTY APPROVING
THE TRANSACTIONS AND THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND EACH OTHER
LOAN DOCUMENT TO WHICH IT IS, OR IS INTENDED TO BE A PARTY, (B) ALL DOCUMENTS
EVIDENCING OTHER NECESSARY CONSTITUTIVE ACTION AND, IF ANY, MATERIAL
GOVERNMENTAL AND OTHER THIRD PARTY APPROVALS AND CONSENTS, IF ANY, WITH RESPECT
TO THIS AGREEMENT, THE OTHER TRANSACTIONS AND EACH OTHER LOAN DOCUMENT; (C) THE
ACCURACY AND COMPLETENESS OF THE CHARTER (OR OTHER APPLICABLE FORMATION
DOCUMENT) OF SUCH LOAN PARTY AND THE ABSENCE OF ANY CHANGES THERETO SINCE THE
DATE OF THE SECRETARY OF STATE'S CERTIFICATE REFERRED TO IN SECTION 3.01(A)(IV);
(D) THE ACCURACY AND COMPLETENESS OF THE BYLAWS (OR OTHER APPLICABLE
ORGANIZATIONAL DOCUMENT) OF SUCH LOAN PARTY 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)(III)(A) WERE ADOPTED
AND THE ABSENCE OF ANY CHANGES THERETO (A COPY OF WHICH SHALL BE ATTACHED TO
SUCH CERTIFICATE); AND (E) THE NAMES AND TRUE SIGNATURES OF THE OFFICERS OF SUCH
LOAN PARTY AUTHORIZED TO SIGN EACH LOAN DOCUMENT TO WHICH IT IS OR IS INTENDED
TO BE A PARTY AND THE OTHER DOCUMENTS TO BE DELIVERED HEREUNDER AND THEREUNDER.
(IV)
A COPY OF A CERTIFICATE OF THE SECRETARY OF
STATE OF THE JURISDICTION OF ORGANIZATION OF EACH LOAN PARTY, DATED REASONABLY
NEAR THE CLOSING DATE CERTIFYING (A) AS TO A TRUE AND CORRECT COPY OF THE
CHARTER OF SUCH LOAN PARTY AND EACH AMENDMENT THERETO ON FILE IN SUCH
SECRETARY'S OFFICE AND (B) THAT (1) SUCH AMENDMENTS ARE THE ONLY AMENDMENTS TO
SUCH LOAN PARTY'S CHARTER ON FILE IN SUCH SECRETARY'S OFFICE, (2) SUCH LOAN
PARTY HAS PAID ALL FRANCHISE TAXES TO THE DATE OF SUCH CERTIFICATE AND (3) SUCH
LOAN PARTY IS DULY ORGANIZED AND IN GOOD STANDING OR PRESENTLY SUBSISTING UNDER
THE LAWS OF THE STATE OF THE JURISDICTION OF ITS ORGANIZATION.
(V)
A CERTIFICATE OF EACH LOAN PARTY SIGNED ON
BEHALF OF SUCH LOAN PARTY BY A RESPONSIBLE OFFICER, OR IF NO SUCH RESPONSIBLE
OFFICER EXISTS, AN AUTHORIZED OFFICER, DATED THE CLOSING DATE (THE STATEMENTS
MADE IN WHICH CERTIFICATE SHALL BE TRUE ON AND AS OF THE CLOSING DATE),
CERTIFYING AS TO:
(A) THE ABSENCE OF ANY PROCEEDING KNOWN TO BE PENDING FOR THE
DISSOLUTION, LIQUIDATION OR OTHER TERMINATION OF THE EXISTENCE OF SUCH LOAN
PARTY; (B) THE ACCURACY IN ALL MATERIAL RESPECTS OF THE REPRESENTATIONS AND
WARRANTIES MADE BY SUCH LOAN PARTY IN THE LOAN DOCUMENTS TO WHICH IT IS OR IS TO
BE A PARTY AS THOUGH MADE ON AND AS OF THE CLOSING DATE, BEFORE AND AFTER GIVING
EFFECT TO ALL OF THE BORROWINGS AND TO THE