to require such assignment and delegation
cease to apply.
ARTICLE 3
CONDITIONS PRECEDENT TO LOANS AND LETTERS OF CREDIT
SECTION 3.1.
CONDITIONS TO EFFECTIVENESS. THE
OBLIGATIONS OF THE LENDERS (INCLUDING THE SWINGLINE LENDER) TO MAKE LOANS AND
THE OBLIGATION OF THE ISSUING BANK TO ISSUE ANY LETTER OF CREDIT HEREUNDER SHALL
NOT BECOME EFFECTIVE UNTIL THE DATE ON WHICH EACH OF THE FOLLOWING CONDITIONS IS
SATISFIED (OR WAIVED IN ACCORDANCE WITH SECTION 10.2).
(A)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED ALL FEES AND OTHER
AMOUNTS DUE AND PAYABLE ON OR PRIOR TO THE CLOSING DATE, INCLUDING REIMBURSEMENT
OR PAYMENT OF ALL OUT-OF-POCKET EXPENSES (INCLUDING REASONABLE FEES, CHARGES AND
DISBURSEMENTS OF COUNSEL TO THE ADMINISTRATIVE AGENT) REQUIRED TO BE REIMBURSED
OR PAID BY THE BORROWER HEREUNDER, UNDER ANY OTHER LOAN DOCUMENT AND UNDER ANY
AGREEMENT WITH THE ADMINISTRATIVE AGENT OR SUNTRUST ROBINSON HUMPHREY, INC., AS
ARRANGER.
(B)
THE ADMINISTRATIVE AGENT (OR ITS COUNSEL) SHALL HAVE RECEIVED THE
FOLLOWING:
(I)
A COUNTERPART OF THIS AGREEMENT SIGNED BY OR ON BEHALF OF EACH
PARTY HERETO OR WRITTEN EVIDENCE SATISFACTORY TO THE ADMINISTRATIVE AGENT (WHICH
MAY INCLUDE TELECOPY TRANSMISSION OF A SIGNED SIGNATURE PAGE OF THIS AGREEMENT)
THAT SUCH PARTY HAS SIGNED A COUNTERPART OF THIS AGREEMENT;
(II)
DULY EXECUTED NOTES PAYABLE TO EACH LENDER REQUESTING A NOTE;
(III)
THE SUBSIDIARY GUARANTY AGREEMENT DULY EXECUTED BY EACH
SUBSIDIARY LOAN PARTY;
(IV)
THE SECURITY AGREEMENT DULY EXECUTED BY THE BORROWER AND EACH
SUBSIDIARY LOAN PARTY;
48
(V)
A CERTIFICATE OF THE SECRETARY OR ASSISTANT SECRETARY OF EACH LOAN
PARTY IN FORM AND SUBSTANCE ACCEPTABLE TO THE ADMINISTRATIVE AGENT, ATTACHING
AND CERTIFYING COPIES OF ITS BYLAWS AND OF THE RESOLUTIONS OF ITS BOARDS OF
DIRECTORS, OR PARTNERSHIP AGREEMENT OR LIMITED LIABILITY COMPANY AGREEMENT, OR
COMPARABLE ORGANIZATIONAL DOCUMENTS AND AUTHORIZATIONS, AUTHORIZING THE
EXECUTION, DELIVERY AND PERFORMANCE OF THE LOAN DOCUMENTS TO WHICH IT IS A PARTY
AND CERTIFYING THE NAME, TITLE AND TRUE SIGNATURE OF EACH OFFICER OF SUCH LOAN
PARTY EXECUTING THE LOAN DOCUMENTS TO WHICH IT IS A PARTY;
(VI)
CERTIFIED COPIES OF THE ARTICLES OR CERTIFICATE OF INCORPORATION,
CERTIFICATE OF ORGANIZATION OR LIMITED PARTNERSHIP, OR OTHER REGISTERED
ORGANIZATIONAL DOCUMENTS OF EACH LOAN PARTY, TOGETHER WITH CERTIFICATES OF GOOD
STANDING OR EXISTENCE, AS MAY BE AVAILABLE FROM THE SECRETARY OF STATE OF THE
JURISDICTION OF ORGANIZATION OF SUCH LOAN PARTY AND SUCH OTHER JURISDICTIONS
WHERE SUCH LOAN PARTY QUALIFIED TO DO BUSINESS AS A FOREIGN CORPORATION AS MAY
BE REQUIRED BY THE ADMINISTRATIVE AGENT;
(VII)
RESERVED;
(VIII)
FAVORABLE WRITTEN OPINIONS OF VENABLE LLP, COUNSEL TO THE LOAN
PARTIES, AND OF LOCAL COUNSEL TO THE LOAN PARTIES, ADDRESSED TO THE
ADMINISTRATIVE AGENT AND EACH OF THE LENDERS, AND COVERING SUCH MATTERS RELATING
TO THE LOAN PARTIES, THE LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED
THEREIN AS THE ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS SHALL REASONABLY
REQUEST;
(IX)
A CERTIFICATE, IN FORM AND SUBSTANCE ACCEPTABLE TO THE
ADMINISTRATIVE AGENT, DATED THE CLOSING DATE AND SIGNED BY A RESPONSIBLE
OFFICER, CERTIFYING THAT (X) NO DEFAULT OR EVENT OF