KNOW-HOW, PROCESSES AND RIGHTS WITH RESPECT TO THE
FOREGOING BY SSCC, THE BORROWER AND THE SUBSIDIARIES DOES NOT
76
INFRINGE ON THE RIGHTS OF ANY PERSON, SUBJECT TO SUCH CLAIMS AND INFRINGEMENTS
AS DO NOT, IN THE AGGREGATE, GIVE RISE TO ANY LIABILITY ON THE PART OF SSCC, THE
BORROWER AND THE SUBSIDIARIES THAT IS MATERIAL TO SSCC, THE BORROWER AND THE
SUBSIDIARIES, TAKEN AS A WHOLE.
ARTICLE IV
CONDITIONS
The obligation of each Lender to make Loans hereunder (each, a "Credit Event")
and the effectiveness of this Agreement are subject to the satisfaction (or
waiver in accordance with Section 9.08) of the following conditions specified to
be applicable thereto:
SECTION 4.01. CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS AGREEMENT ON THE
CLOSING DATE.
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER WILL BECOME EFFECTIVE ON THE DATE ON WHICH EACH OF THE FOLLOWING
CONDITIONS HAS BEEN SATISFIED (OR WAIVED IN ACCORDANCE WITH SECTION 9.08):
(A)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED FROM EACH PARTY HERETO EITHER
(I) A COUNTERPART OF THIS AGREEMENT SIGNED ON BEHALF OF SUCH PARTY OR
(II) EVIDENCE SATISFACTORY TO THE ADMINISTRATIVE AGENT (WHICH MAY INCLUDE A
FACSIMILE TRANSMISSION) THAT SUCH PARTY HAS SIGNED A COUNTERPART OF THIS
AGREEMENT.
(B)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A FAVORABLE WRITTEN OPINION OF
EACH OF WINSTON & STRAWN LLP, COUNSEL FOR THE LOAN PARTIES, SUBSTANTIALLY TO THE
EFFECT SET FORTH IN EXHIBIT J-1, AND CRAIG A. HUNT, SENIOR VICE PRESIDENT,
SECRETARY AND GENERAL COUNSEL FOR SSCC AND SSCE, SUBSTANTIALLY TO THE EFFECT SET
FORTH IN EXHIBIT J-2, IN EACH CASE (A) DATED THE CLOSING DATE, (B) ADDRESSED TO
THE ADMINISTRATIVE AGENT AND THE LENDERS, AND (C) COVERING SUCH CUSTOMARY LEGAL
MATTERS RELATING TO THIS AGREEMENT AS THE ADMINISTRATIVE AGENT SHALL REASONABLY
REQUEST AND WITH SUCH CHANGES AS ARE REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE
AGENT.
SSCC AND SSCE HEREBY INSTRUCT THEIR COUNSEL TO DELIVER SUCH OPINIONS.
(C)
ALL LEGAL MATTERS INCIDENT TO THIS AGREEMENT, THE BORROWINGS AND OTHER
EXTENSIONS OF CREDIT HEREUNDER AND THE OTHER LOAN DOCUMENTS SHALL BE REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT AND THE LENDERS.
(D)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED (I) A COPY OF THE CERTIFICATE
OR ARTICLES OF INCORPORATION, INCLUDING ALL AMENDMENTS THERETO, OF EACH OF SSCC
AND SSCE, 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 OF SSCC
AND SSCE 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 OF
SSCC AND SSCE DATED THE CLOSING DATE AND CERTIFYING (A) THAT ATTACHED THERETO IS
A TRUE AND COMPLETE COPY OF THE BY-LAWS OF SSCC OR
77
SSCE, AS APPLICABLE, AS IN EFFECT ON THE CLOSING DATE, (B) THAT ATTACHED THERETO
IS A TRUE AND COMPLETE COPY OF RESOLUTIONS DULY ADOPTED BY THE BOARD