FACILITY WILL ENHANCE THE
BORROWING POWER OF EACH BORROWER AND EASE THE ADMINISTRATION OF THEIR
RELATIONSHIP WITH LENDERS, ALL TO THE MUTUAL ADVANTAGE OF BORROWERS.
BORROWERS
ACKNOWLEDGE AND AGREE THAT AGENT'S AND LENDERS' WILLINGNESS TO EXTEND CREDIT TO
BORROWERS AND TO ADMINISTER THE COLLATERAL ON A COMBINED BASIS, AS SET FORTH
HEREIN, IS DONE SOLELY AS AN ACCOMMODATION TO BORROWERS AND AT BORROWERS'
REQUEST.
SECTION 6.
CONDITIONS PRECEDENT
6.1
Conditions Precedent to Initial Loans.
In addition to the
conditions set forth in Section 6.2, Lenders shall not be required to fund any
requested Loan, issue any Letter of Credit, or otherwise extend credit to
Borrowers hereunder, until the date ("Closing Date") that each of the following
conditions has been satisfied:
A.
NOTES SHALL HAVE BEEN EXECUTED BY BORROWERS AND DELIVERED TO
EACH LENDER THAT REQUESTS ISSUANCE OF A NOTE.
EACH OTHER LOAN DOCUMENT TO BE
ENTERED INTO AS OF THE CLOSING DATE SHALL HAVE BEEN DULY EXECUTED AND DELIVERED
TO AGENT BY EACH OF THE SIGNATORIES THERETO, AND EACH OBLIGOR SHALL BE IN
COMPLIANCE WITH ALL TERMS THEREOF.
B.
AGENT SHALL HAVE RECEIVED, EXCEPT AS OTHERWISE PROVIDED IN THIS
AGREEMENT, (I) ACKNOWLEDGMENTS OF ALL FILINGS OR RECORDATIONS NECESSARY TO
PERFECT ITS LIENS IN THE COLLATERAL, AS WELL AS UCC AND LIEN SEARCHES AND OTHER
EVIDENCE SATISFACTORY TO AGENT THAT SUCH LIENS ARE THE ONLY LIENS UPON THE
COLLATERAL, EXCEPT PERMITTED LIENS AND (II) ALL LIEN WAIVERS REQUESTED BY AGENT.
C.
RESERVED.
D.
AGENT SHALL HAVE RECEIVED CERTIFICATES, IN FORM AND SUBSTANCE
SATISFACTORY TO IT, FROM A KNOWLEDGEABLE SENIOR OFFICER OF EACH OBLIGOR
CERTIFYING THAT, AFTER GIVING EFFECT TO THE INITIAL LOANS AND TRANSACTIONS
HEREUNDER, AS OF THE CLOSING DATE (I) SUCH OBLIGOR IS SOLVENT; (II) NO DEFAULT
OR EVENT OF DEFAULT EXISTS; (III) THE REPRESENTATIONS AND WARRANTIES SET FORTH
IN SECTION 9 ARE TRUE AND CORRECT; AND (IV) SUCH OBLIGOR HAS COMPLIED WITH ALL
AGREEMENTS AND CONDITIONS TO BE SATISFIED BY IT UNDER THE LOAN DOCUMENTS AS OF
THE CLOSING DATE (UNLESS WAIVED BY AGENT).
E.
AGENT SHALL HAVE RECEIVED A CERTIFICATE OF A DULY AUTHORIZED
OFFICER OF EACH OBLIGOR, CERTIFYING (I) THAT ATTACHED COPIES OF SUCH OBLIGOR'S
ORGANIC DOCUMENTS ARE TRUE AND COMPLETE, AND IN FULL FORCE AND EFFECT, WITHOUT
AMENDMENT EXCEPT AS SHOWN; (II) THAT AN ATTACHED COPY OF RESOLUTIONS AUTHORIZING
EXECUTION AND DELIVERY OF THE LOAN DOCUMENTS IS TRUE AND COMPLETE, AND THAT SUCH
RESOLUTIONS ARE IN FULL FORCE AND EFFECT, WERE DULY ADOPTED, HAVE NOT BEEN
AMENDED, MODIFIED OR REVOKED, AND CONSTITUTE ALL RESOLUTIONS ADOPTED WITH
RESPECT TO THIS CREDIT FACILITY; AND (III) TO THE TITLE, NAME AND SIGNATURE OF
EACH PERSON AUTHORIZED TO SIGN THE LOAN
58
DOCUMENTS.
AGENT MAY CONCLUSIVELY RELY ON THIS CERTIFICATE UNTIL IT IS
OTHERWISE NOTIFIED BY THE APPLICABLE OBLIGOR IN WRITING.
F.
AGENT SHALL HAVE RECEIVED A WRITTEN OPINION OF WILSON SONSINI
GOODRICH & ROSATI, P.C., AS WELL AS ANY LOCAL COUNSEL TO OBLIGORS OR AGENT, IN
FORM AND SUBSTANCE REASONABLY SATISFACTORY TO AGENT.
G.
AGENT SHALL HAVE RECEIVED