COLLATERAL AGENT, OF ALL EFFECTIVE FILINGS MADE WITH RESPECT TO ANY INTELLECTUAL
PROPERTY OF ANY LOAN PARTY IN THE UNITED STATES PATENT AND TRADEMARK OFFICE AND
COPYRIGHT OFFICE AND (B) UCC TERMINATION STATEMENTS (OR SIMILAR DOCUMENTS) DULY
AUTHORIZED BY ALL APPLICABLE PERSONS FOR FILING IN ALL APPLICABLE JURISDICTIONS
AS MAY BE NECESSARY TO TERMINATE ANY EFFECTIVE UCC FINANCING STATEMENTS (OR
EQUIVALENT FILINGS) DISCLOSED IN SUCH SEARCH (OTHER THAN ANY SUCH FINANCING
STATEMENTS IN RESPECT OF PERMITTED LIENS).
(G)
FINANCIAL STATEMENTS; PROJECTIONS. LENDERS SHALL HAVE RECEIVED
FROM BORROWER (I) THE HISTORICAL FINANCIAL STATEMENTS AND (II) THE PROJECTIONS.
(H)
EVIDENCE OF INSURANCE. COLLATERAL AGENT SHALL HAVE RECEIVED
EVIDENCE REASONABLY SATISFACTORY TO IT THAT ALL INSURANCE REQUIRED TO BE
MAINTAINED PURSUANT TO SECTION 5.05 IS IN FULL FORCE AND EFFECT AND THAT
COLLATERAL AGENT, FOR THE BENEFIT OF SECURED PARTIES HAS BEEN NAMED AS
ADDITIONAL INSURED AND LOSS PAYEE, AS APPLICABLE, THEREUNDER TO THE EXTENT
REQUIRED UNDER SECTION 5.05.
(I)
OPINIONS OF COUNSEL TO LOAN PARTIES. LENDERS AND THEIR RESPECTIVE
COUNSEL SHALL HAVE RECEIVED ORIGINALLY EXECUTED COPIES OF THE FAVORABLE WRITTEN
OPINIONS OF COVINGTON & BURLING LLP, COUNSEL FOR LOAN PARTIES AND TROUTMAN
SANDERS LLP, NEW JERSEY COUNSEL FOR LOAN PARTIES, AS TO SUCH OTHER MATTERS AS
ADMINISTRATIVE AGENT MAY REASONABLY REQUEST, DATED AS OF THE CLOSING DATE AND
OTHERWISE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO ADMINISTRATIVE AGENT
(AND EACH LOAN PARTY HEREBY INSTRUCTS SUCH COUNSEL TO DELIVER SUCH OPINIONS TO
AGENTS AND LENDERS).
(J)
FEES. BORROWER SHALL HAVE PAID TO ADMINISTRATIVE AGENT, THE FEES
PAYABLE ON THE CLOSING DATE REFERRED TO IN SECTION 2.23.
(K)
SOLVENCY CERTIFICATE. ON THE CLOSING DATE, ADMINISTRATIVE AGENT
SHALL HAVE RECEIVED A SOLVENCY CERTIFICATE FROM BORROWER AFFIRMING THAT
IMMEDIATELY AFTER GIVING EFFECT TO THE CONSUMMATION OF THE TRANSACTIONS,
BORROWER AND ITS SUBSIDIARIES ARE AND WILL BE SOLVENT.
(L)
CLOSING DATE CERTIFICATE. BORROWER SHALL HAVE DELIVERED TO
ADMINISTRATIVE AGENT AN ORIGINALLY EXECUTED CLOSING DATE CERTIFICATE, TOGETHER
WITH ALL ATTACHMENTS THERETO.
(M)
U.S.A. PATRIOT ACT. THE LENDERS SHALL HAVE RECEIVED ALL
DOCUMENTATION AND OTHER INFORMATION REQUIRED BY BANK REGULATORY AUTHORITIES
UNDER APPLICABLE "KNOW YOUR CUSTOMER" AND ANTI-MONEY LAUNDERING RULES AND
REGULATIONS, INCLUDING THE U.S.A. PATRIOT ACT.
63
Each Lender, by delivering its signature page to this Agreement, a Lender
Addendum, an Assignment Agreement or a Joinder Agreement and funding a Loan on
the Closing Date or by the funding of any Delayed Draw Term Loans or New
Revolving Loans, as the case may be, shall be deemed to have acknowledged
receipt of, and consented to and approved, each Loan Document and each other
document required to be approved by any Agent, Requisite Lenders or Lenders, as
applicable on the Closing Date or as of the date of funding of such Loans.
Section 3.02
Conditions to Each Credit Extension.
(A)
CONDITIONS PRECEDENT. THE OBLIGATION OF EACH LENDER TO MAKE ANY
LOAN, OR ISSUING BANK TO ISSUE ANY LETTER OF CREDIT, ON ANY CREDIT DATE,
INCLUDING THE CLOSING DATE AND ANY DELAYED DRAW TERM LOAN CREDIT DATE, ARE
SUBJECT