IN
EACH CASE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE
AGENT AND (II) SUCH LOCAL COUNSEL REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE
AGENT, IN EACH CASE (A) DATED THE FUNDING DATE, (B) ADDRESSED TO THE
ADMINISTRATIVE AGENT AND THE LENDERS, AND (C) COVERING SUCH CUSTOMARY LEGAL
MATTERS RELATING TO THE LOAN DOCUMENTS AS THE ADMINISTRATIVE AGENT SHALL
REASONABLY REQUEST.
SSCC AND THE BORROWER HEREBY INSTRUCT THEIR COUNSEL TO
DELIVER SUCH OPINIONS.
(B)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED (I) A COPY OF THE CERTIFICATE
OR ARTICLES OF INCORPORATION, INCLUDING ALL AMENDMENTS THERETO, OF EACH LOAN
PARTY, CERTIFIED AS OF A RECENT DATE BY THE SECRETARY OF STATE OR OTHER RELEVANT
GOVERNMENTAL AUTHORITY OF THE JURISDICTION OF ITS ORGANIZATION, AND A
CERTIFICATE AS TO THE GOOD STANDING (OR THE EQUIVALENT THEREOF) OF EACH LOAN
PARTY AS OF A RECENT DATE FROM SUCH SECRETARY OF STATE OR OTHER GOVERNMENTAL
AUTHORITY; (II) A CERTIFICATE OF THE SECRETARY OR ASSISTANT SECRETARY OF EACH
LOAN PARTY DATED THE FUNDING DATE AND CERTIFYING (A) THAT ATTACHED THERETO IS A
TRUE AND COMPLETE COPY OF THE BY-LAWS OF SUCH LOAN PARTY AS IN EFFECT ON THE
FUNDING DATE, (B) THAT ATTACHED THERETO IS A TRUE AND COMPLETE COPY OF
RESOLUTIONS DULY ADOPTED BY THE BOARD OF DIRECTORS OF SUCH LOAN PARTY
AUTHORIZING THE TRANSACTIONS, AND THAT SUCH RESOLUTIONS HAVE NOT BEEN MODIFIED,
RESCINDED OR AMENDED AND ARE IN FULL FORCE AND EFFECT, (C) THAT THE CERTIFICATE
OR ARTICLES OF INCORPORATION OF SUCH LOAN PARTY HAVE NOT BEEN AMENDED SINCE THE
DATE OF THE LAST AMENDMENT THERETO SHOWN ON THE CERTIFICATE OF GOOD STANDING
FURNISHED PURSUANT TO CLAUSE (I) ABOVE, AND (D) AS TO THE INCUMBENCY AND
SPECIMEN SIGNATURE OF EACH OFFICER EXECUTING ANY LOAN DOCUMENT ON BEHALF OF SUCH
LOAN PARTY; (III) A CERTIFICATE OF ANOTHER OFFICER AS TO THE INCUMBENCY AND
SPECIMEN SIGNATURE OF THE SECRETARY OR ASSISTANT SECRETARY EXECUTING THE
CERTIFICATE PURSUANT TO CLAUSE (II) ABOVE; AND SUCH OTHER DOCUMENTS AS THE
ADMINISTRATIVE AGENT MAY REASONABLY REQUEST.
(C)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A CERTIFICATE, DATED THE
FUNDING DATE AND SIGNED BY A FINANCIAL OFFICER OF AND ON BEHALF OF THE BORROWER,
CONFIRMING COMPLIANCE WITH THE CONDITIONS PRECEDENT SET FORTH IN
SECTION 4.03(B) AND (C).
(D)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED ALL FEES AND OTHER AMOUNTS DUE
AND PAYABLE ON OR PRIOR TO THE FUNDING DATE, INCLUDING, TO THE EXTENT INVOICED,
PAYMENT OR REIMBURSEMENT OF ALL FEES AND EXPENSES (INCLUDING FEES, CHARGES AND
DISBURSEMENTS OF COUNSEL) REQUIRED TO BE REIMBURSED OR PAID BY ANY LOAN PARTY
HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT OR IN RESPECT OF THE EXECUTION AND
DELIVERY OF THIS AGREEMENT.
(E)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A NOTICE OF SUCH CREDIT EVENT
AS REQUIRED BY SECTION 2.03.
(F)
THE COLLATERAL AND GUARANTEE REQUIREMENT SHALL HAVE BEEN SATISFIED,
INCLUDING WITH RESPECT TO EACH DOMESTIC SUBSIDIARY THAT IS A MATERIAL SUBSIDIARY
BASED ON THE MOST RECENTLY AVAILABLE CONSOLIDATED FINANCIAL STATEMENTS OF SSCC
OR THAT IS OR WILL BE A