A DEFAULTING LENDER SHALL BE DEEMED NOT TO BE A LENDER AND NOT TO HAVE
LOANS OUTSTANDING.
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ARTICLE 4
CONDITIONS TO LOANS
SECTION 4.1
INITIAL LOANS AND LETTERS OF CREDIT.
THE OBLIGATIONS OF THE
LENDERS TO MAKE THE INITIAL LOANS AND TO CAUSE THE ISSUANCE OF THE INITIAL
LETTERS OF CREDIT ON THE CLOSING DATE SHALL BE SUBJECT TO THE PRIOR OR
CONCURRENT SATISFACTION OF EACH OF THE CONDITIONS PRECEDENT SET FORTH IN THIS
SECTION 4.1 EACH IN FORM AND SUBSTANCE SATISFACTORY TO THE AGENT IN ITS SOLE
DISCRETION, EXCEPT AS THE REQUIRED LENDERS SHALL OTHERWISE CONSENT.
SECTION 4.1.1
LOAN DOCUMENTS. EACH LOAN PARTY SHALL HAVE DELIVERED EACH OF
THE LOAN DOCUMENTS TO WHICH IT IS A PARTY, EACH DULY EXECUTED BY AN AUTHORIZED
OFFICER OF SUCH LOAN PARTY.
SECTION 4.1.2
RESOLUTIONS, ETC.
THE AGENT SHALL HAVE RECEIVED:
(A)
A CERTIFICATE, DATED THE DATE HEREOF, OF THE SECRETARY OR AN
ASSISTANT SECRETARY OF EACH LOAN PARTY AS TO: (I) RESOLUTIONS OF ITS BOARD OF
DIRECTORS (OR COMPARABLE BODY), THEN IN FULL FORCE AND EFFECT AUTHORIZING THE
EXECUTION, DELIVERY AND PERFORMANCE OF THE LOAN DOCUMENTS TO WHICH SUCH LOAN
PARTY IS A PARTY AND THE RELATED TRANSACTIONS CONTEMPLATED THEREBY, AND (II) THE
INCUMBENCY AND SIGNATURES OF THOSE OF ITS OFFICERS AUTHORIZED TO ACT WITH
RESPECT TO THE LOAN DOCUMENTS TO WHICH IT IS PARTY, UPON WHICH CERTIFICATE THE
AGENT AND THE LENDERS MAY CONCLUSIVELY RELY UNTIL IT SHALL HAVE RECEIVED FURTHER
CERTIFICATES OF THE SECRETARY OR AN ASSISTANT SECRETARY OF SUCH LOAN PARTY
CANCELING OR AMENDING SUCH PRIOR CERTIFICATES;
(B)
COPIES OF THE ORGANIC DOCUMENTS OF EACH LOAN PARTY CERTIFIED BY, IN
THE CASE OF THE CHARTERS, THE APPROPRIATE GOVERNMENTAL AUTHORITY OF THE STATE OF
SUCH LOAN PARTY'S INCORPORATION (OR ORGANIZATION) AND, IN THE CASE OF ITS OTHER
ORGANIC DOCUMENTS, SUCH LOAN PARTY'S SECRETARY OR ASSISTANT SECRETARY, WHICH
DOCUMENTS SHALL BE SATISFACTORY TO THE AGENT;
(C)
A SO-CALLED "GOOD STANDING" CERTIFICATE WITH RESPECT TO EACH LOAN
PARTY FROM THE APPROPRIATE GOVERNMENTAL AUTHORITY OF THE STATE OF ITS
INCORPORATION;
(D)
EVIDENCE OF QUALIFICATION OF EACH LOAN PARTY TO DO BUSINESS IN EACH
OTHER JURISDICTION IN WHICH SUCH LOAN PARTY IS REQUIRED TO QUALIFY;
(E)
SUCH OTHER DOCUMENTS (CERTIFIED IF REQUESTED) AS AGENT MAY
REASONABLY REQUEST, WITH RESPECT TO THIS AGREEMENT, THE NOTES, ANY OTHER LOAN
DOCUMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, OR ANY ORGANIC
DOCUMENT, CONTRACTUAL OBLIGATION OF ANY BORROWER OR ANY OF ITS SUBSIDIARIES, OR
APPROVAL.
SECTION 4.1.3
NOTES.
THE AGENT SHALL HAVE RECEIVED, FOR THE ACCOUNT OF
EACH LENDER, SUCH LENDER'S NOTE, IN EACH CASE DULY EXECUTED AND DELIVERED
PURSUANT TO SUBSECTIONS (A) AND (B) OF SECTION 3.2.
SECTION 4.1.4
NO CONTEST, ETC.
ON THE CLOSING DATE, NO LITIGATION,
ARBITRATION, GOVERNMENTAL INVESTIGATION, INJUNCTION, PROCEEDING OR INQUIRY SHALL
BE PENDING OR, TO THE KNOWLEDGE OF ANY BORROWER, THREATENED WHICH:
(A) SEEKS TO
ENJOIN OR OTHERWISE PREVENT THE CONSUMMATION OF, OR TO RECOVER ANY DAMAGES OR
OBTAIN RELIEF AS A RESULT OF, THE TRANSACTIONS
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CONTEMPLATED BY OR