Subordinated Note Documents.
ARTICLE IV
CONDITIONS OF LENDING
The obligations of the Lenders to make Loans are subject to the satisfaction of
the following conditions:
(A)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A NOTICE OF SUCH
BORROWING AS REQUIRED BY SECTION 2.03 (OR SUCH NOTICE SHALL HAVE BEEN DEEMED
GIVEN IN ACCORDANCE WITH SECTION 2.03).
(B)
THE REPRESENTATIONS AND WARRANTIES SET FORTH IN EACH LOAN DOCUMENT
SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE DATE OF THE
MAKING OF SUCH LOANS WITH THE SAME EFFECT AS THOUGH MADE ON AND AS OF SUCH DATE,
EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES EXPRESSLY RELATE TO AN
EARLIER DATE, IN WHICH CASE SUCH REPRESENTATIONS AND WARRANTIES SHALL HAVE BEEN
TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF SUCH EARLIER DATE.
(C)
AT THE TIME OF AND IMMEDIATELY AFTER THE MAKING OF SUCH LOANS, NO
EVENT OF DEFAULT OR DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING.
(D)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A FAVORABLE WRITTEN
OPINION DATED AS OF THE CLOSING DATE OF MAYER, BROWN, ROWE & MAW LLP, SPECIAL
COUNSEL FOR THE LOAN PARTIES, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
THE ADMINISTRATIVE AGENT, AND HOLDINGS, THE BORROWER AND THE SUBSIDIARIES HEREBY
REQUEST SUCH COUNSEL TO DELIVER SUCH OPINION.
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(E)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED (I) A COPY OF THE
CERTIFICATE OR ARTICLES OF INCORPORATION OR OTHER FORMATION DOCUMENTS, INCLUDING
ALL AMENDMENTS THERETO, OF EACH LOAN PARTY, CERTIFIED AS OF A RECENT DATE BY THE
SECRETARY OF STATE OF THE STATE OF ITS ORGANIZATION, AND A CERTIFICATE AS TO THE
GOOD STANDING OF EACH LOAN PARTY AS OF A RECENT DATE, FROM SUCH SECRETARY OF
STATE; (II) A CERTIFICATE OF THE SECRETARY OR ASSISTANT SECRETARY OF EACH LOAN
PARTY DATED THE CLOSING DATE AND CERTIFYING (A) THAT ATTACHED THERETO IS A TRUE
AND COMPLETE COPY OF THE BY-LAWS OF SUCH LOAN PARTY AS IN EFFECT ON THE CLOSING
DATE AND AT ALL TIMES SINCE A DATE PRIOR TO THE DATE OF THE RESOLUTIONS
DESCRIBED IN CLAUSE (B) BELOW, (B) THAT ATTACHED THERETO IS A TRUE AND COMPLETE
COPY OF RESOLUTIONS DULY ADOPTED BY THE BOARD OF DIRECTORS OF SUCH LOAN PARTY
AUTHORIZING THE EXECUTION, DELIVERY AND PERFORMANCE OF THE LOAN DOCUMENTS TO
WHICH SUCH PERSON IS A PARTY, IN THE CASE OF THE BORROWER, THE BORROWINGS
HEREUNDER, IN THE CASE OF EACH LOAN PARTY, THE GRANTING OF THE LIENS
CONTEMPLATED TO BE GRANTED BY IT UNDER THE SECURITY DOCUMENTS AND, IN THE CASE
OF EACH SUBSIDIARY GUARANTOR, THE GUARANTEEING OF THE OBLIGATIONS AS
CONTEMPLATED BY THE GUARANTEE AND COLLATERAL AGREEMENT, AND THAT SUCH
RESOLUTIONS HAVE NOT BEEN MODIFIED, RESCINDED OR AMENDED AND ARE IN FULL FORCE
AND EFFECT, (C) THAT THE CERTIFICATE OR ARTICLES OF INCORPORATION OR OTHER
FORMATION DOCUMENTS OF SUCH LOAN PARTY HAVE NOT BEEN AMENDED SINCE THE DATE OF
THE LAST AMENDMENT THERETO SHOWN ON THE CERTIFICATE OF GOOD STANDING FURNISHED
PURSUANT TO CLAUSE (I)