hereunder are subject to the satisfaction of the following conditions.
4.1
Conditions to Initial Loans and Letters of Credit.
The
obligations of Lenders to make the Loans to be made on the Closing Date and the
issuance of any Letters of Credit to be issued on the Closing Date are, in
addition to the conditions precedent specified in Section 4.2 (in the case of
any such Loans) or 4.3 (in the case of any such Letters of Credit), subject to
prior or concurrent satisfaction of the following conditions:
A.
LOAN PARTY DOCUMENTS.
ON OR BEFORE THE CLOSING DATE, COMPANY
SHALL, AND SHALL CAUSE EACH OTHER LOAN PARTY TO, DELIVER TO LENDERS (OR TO
ADMINISTRATIVE AGENT FOR LENDERS WITH SUFFICIENT ORIGINALLY EXECUTED COPIES,
WHERE APPROPRIATE, FOR EACH LENDER AND ITS COUNSEL) THE FOLLOWING WITH RESPECT
TO COMPANY OR SUCH LOAN PARTY, AS THE CASE MAY BE, EACH, UNLESS OTHERWISE NOTED,
DATED THE CLOSING DATE:
88
(I)
CERTIFIED COPIES OF THE CERTIFICATE OR ARTICLES OF INCORPORATION
OR OTHER APPROPRIATE ORGANIZATIONAL DOCUMENTS OF SUCH PERSON, TOGETHER WITH A
GOOD STANDING CERTIFICATE FROM THE SECRETARY OF STATE OF ITS JURISDICTION OF
INCORPORATION OR FORMATION AND EACH OTHER STATE IN WHICH SUCH PERSON IS
QUALIFIED AS A FOREIGN CORPORATION, PARTNERSHIP OR LIMITED LIABILITY COMPANY TO
DO BUSINESS AND, TO THE EXTENT GENERALLY AVAILABLE, A CERTIFICATE OR OTHER
EVIDENCE OF GOOD STANDING AS TO PAYMENT OF ANY APPLICABLE FRANCHISE OR SIMILAR
TAXES FROM THE APPROPRIATE TAXING AUTHORITY OF EACH OF SUCH JURISDICTIONS, EACH
DATED A RECENT DATE PRIOR TO THE CLOSING DATE;
(II)
COPIES OF THE BYLAWS OR SIMILAR ORGANIZATIONAL DOCUMENTS OF SUCH
PERSON, CERTIFIED AS OF THE CLOSING DATE BY SUCH PERSON'S CORPORATE SECRETARY OR
AN ASSISTANT SECRETARY;
(III)
RESOLUTIONS OF THE BOARD OF DIRECTORS OR SIMILAR GOVERNING BODY
OF SUCH PERSON APPROVING AND AUTHORIZING THE EXECUTION, DELIVERY AND PERFORMANCE
OF THE LOAN DOCUMENTS AND RELATED AGREEMENTS TO WHICH IT IS A PARTY, CERTIFIED
AS OF THE CLOSING DATE BY THE CORPORATE SECRETARY OR AN ASSISTANT SECRETARY OF
SUCH PERSON AS BEING IN FULL FORCE AND EFFECT WITHOUT MODIFICATION OR AMENDMENT;
(IV)
SIGNATURE AND INCUMBENCY CERTIFICATES OF THE OFFICERS OF SUCH
PERSON EXECUTING THE LOAN DOCUMENTS TO WHICH IT IS A PARTY; AND
(V)
EXECUTED ORIGINALS OF THE LOAN DOCUMENTS TO WHICH SUCH PERSON IS A
PARTY INCLUDING, WITHOUT LIMITATION, FOR THE ACCOUNT OF EACH OF THE LENDERS THAT
HAS REQUESTED SAME, THE APPROPRIATE TERM NOTE, REVOLVING NOTE OR SWING LINE NOTE
EXECUTED BY COMPANY, IN EACH CASE IN THE AMOUNT, MATURITY AND AS OTHERWISE
PROVIDED HEREIN.
B.
NO MATERIAL ADVERSE EFFECT.
SINCE DECEMBER 31, 2008, NOTHING
SHALL HAVE OCCURRED (AND NEITHER ADMINISTRATIVE AGENT NOR ANY LENDER SHALL HAVE
BECOME AWARE OF ANY FACTS OR CONDITIONS NOT PREVIOUSLY KNOWN) WHICH
ADMINISTRATIVE AGENT OR THE REQUISITE LENDERS SHALL DETERMINE HAS HAD, OR WOULD
REASONABLY BE EXPECTED TO HAVE (I) A MATERIAL ADVERSE EFFECT OR (II) A MATERIAL
ADVERSE EFFECT ON THE TRANSACTION.
C.
CONSUMMATION OF NEW SENIOR NOTE ISSUANCE.
(I)
ON OR BEFORE THE CLOSING