herein, the amount specified in the written
statement of any Lender shall be payable on demand after receipt by the Borrower
of such written statement.
The obligations of the Borrower under Sections 3.1,
3.2, 3.4 and 3.5 shall survive payment of the Obligations and termination of
this Agreement.
ARTICLE 4
CONDITIONS PRECEDENT
4.1.
LOANS; CLOSING DATE
.
The Lenders shall not be required to make the Loans hereunder as described in
Section 2.1, and the Closing Date shall not occur, unless:
(A)
THE BORROWER HAS FURNISHED TO THE ADMINISTRATIVE AGENT
SUFFICIENT COPIES FOR THE LENDERS OF:
(I)
COPIES OF THE ARTICLES OR CERTIFICATE OF INCORPORATION OF
THE BORROWER, TOGETHER WITH ALL AMENDMENTS, AND A CERTIFICATE OF GOOD STANDING,
EACH CERTIFIED BY THE APPROPRIATE GOVERNMENTAL OFFICER IN ITS JURISDICTION OF
INCORPORATION.
(II)
COPIES, CERTIFIED BY THE SECRETARY OR ASSISTANT SECRETARY OF
THE BORROWER, OF ITS BYLAWS AND OF ITS BOARD OF DIRECTORS' RESOLUTIONS AND OF
RESOLUTIONS OR ACTIONS OF ANY OTHER BODY AUTHORIZING THE EXECUTION OF THE LOAN
DOCUMENTS.
25
(III)
AN INCUMBENCY CERTIFICATE, EXECUTED BY THE SECRETARY OR
ASSISTANT SECRETARY OF THE BORROWER, WHICH SHALL IDENTIFY BY NAME AND TITLE AND
BEAR THE SIGNATURES OF THE AUTHORIZED OFFICERS AND ANY OTHER OFFICERS OF THE
BORROWER AUTHORIZED TO SIGN THE LOAN DOCUMENTS, UPON WHICH CERTIFICATE THE
ADMINISTRATIVE AGENT AND THE LENDERS SHALL BE ENTITLED TO RELY UNTIL INFORMED OF
ANY CHANGE IN WRITING BY THE BORROWER.
(IV)
A CERTIFICATE, SIGNED BY AN AUTHORIZED OFFICER, CERTIFYING THE
SATISFACTION OF THE CONDITION IN SECTION 4.1(D) BELOW.
(V)
ONE OR MORE WRITTEN LEGAL OPINIONS OF THE BORROWER'S COUNSEL,
ADDRESSED TO THE ADMINISTRATIVE AGENT AND THE LENDERS, DATED AS OF THE CLOSING
DATE, IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT
AND ATTACHED HERETO AS EXHIBIT A.
(VI)
SIGNATURE PAGES OR COUNTERPARTS TO THIS AGREEMENT AND THE FEE
LETTER.
(VII)
ANY NOTES REQUESTED BY A LENDER PURSUANT TO SECTION 2.12 PAYABLE
TO THE ORDER OF EACH SUCH REQUESTING LENDER.
(VIII)
SUCH OTHER DOCUMENTS AS ANY LENDER OR ITS COUNSEL MAY HAVE
REASONABLY REQUESTED.
(B)
THE LENDERS AND THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
ALL FEES REQUIRED TO BE PAID, AND ALL EXPENSES FOR WHICH INVOICES HAVE BEEN
PRESENTED, ON OR BEFORE THE CLOSING DATE.
(C)
THE LENDERS AND THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
EVIDENCE SATISFACTORY TO THEM THAT THE EXISTING CREDIT AGREEMENT SHALL HAVE BEEN
TERMINATED AND ALL AMOUNTS DUE AND PAYABLE THEREUNDER SHALL HAVE BEEN PAID IN
FULL IN CASH.
(D)
NO DEFAULT OR UNMATURED DEFAULT EXISTS ON OR AS OF THE CLOSING
DATE.
(E)
THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE 5
SHALL BE TRUE AND CORRECT ON AND AS OF THE CLOSING DATE EXCEPT TO THE EXTENT ANY
SUCH REPRESENTATION OR WARRANTY IS STATED TO RELATE SOLELY TO AN EARLIER DATE,
IN WHICH CASE SUCH REPRESENTATION OR WARRANTY SHALL HAVE BEEN TRUE AND CORRECT
ON AND AS OF SUCH EARLIER DATE.
(F)
ALL LEGAL MATTERS INCIDENT TO THE MAKING OF SUCH LOANS SHALL
BE SATISFACTORY TO THE LENDERS