3.27 lists of all such Intellectual Property, including a description
of the nature of such rights.
ARTICLE IV
Conditions
SECTION 4.01
Effective Date.
The obligations of the Lenders to make Loans and of the Issuing Bank to issue
Letters of Credit hereunder shall not become effective until the date on which
each of the following conditions is satisfied (or waived or otherwise modified
by the Administrative Agent in its sole discretion):
(A)
CREDIT AGREEMENT AND LOAN DOCUMENTS. THE
ADMINISTRATIVE AGENT (OR ITS COUNSEL) SHALL HAVE RECEIVED (X) FROM EACH PARTY
HERETO EITHER (I) A COUNTERPART OF THIS AGREEMENT SIGNED ON BEHALF OF SUCH PARTY
OR (II) 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 AND (Y) DULY EXECUTED
COPIES OF THE LOAN DOCUMENTS AND SUCH OTHER CERTIFICATES, DOCUMENTS, INSTRUMENTS
AND AGREEMENTS AS THE ADMINISTRATIVE AGENTS SHALL REASONABLY REQUEST IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS.
(B)
OPINIONS.
THE ADMINISTRATIVE AGENT SHALL
HAVE RECEIVED FAVOURABLE WRITTEN OPINIONS (ADDRESSED TO THE ADMINISTRATIVE AGENT
AND THE OTHER FINANCE PARTIES AND DATED THE EFFECTIVE DATE) OF EACH APPLICABLE
COUNSEL FOR THE BORROWER, COVERING SUCH MATTERS RELATING TO THE BORROWER, THIS
AGREEMENT OR THE TRANSACTIONS AS THE REQUIRED LENDERS SHALL REASONABLY REQUEST.
THE BORROWER HEREBY REQUESTS SUCH COUNSEL TO DELIVER SUCH OPINION.
(C)
CLOSING CERTIFICATES; CERTIFIED CERTIFICATE
OF INCORPORATION; GOOD STANDING CERTIFICATES.
THE ADMINISTRATIVE AGENT SHALL
HAVE RECEIVED (I) A CERTIFICATE OF
64
EACH LOAN PARTY, DATED THE EFFECTIVE DATE AND EXECUTED BY A DULY APPOINTED
OFFICER OF SUCH LOAN PARTY, WHICH SHALL (A) CERTIFY THE RESOLUTIONS OF ITS BOARD
OF DIRECTORS, MEMBERS OR OTHER BODY AUTHORIZING THE EXECUTION, DELIVERY AND
PERFORMANCE OF THE LOAN DOCUMENTS TO WHICH IT IS A PARTY, (B) IDENTIFY BY NAME
AND TITLE AND BEAR THE SIGNATURES OF THE FINANCIAL OFFICERS AND ANY OTHER
OFFICERS OF SUCH LOAN PARTY AUTHORIZED TO SIGN THE LOAN DOCUMENTS TO WHICH IT IS
A PARTY, AND (C) CONTAIN APPROPRIATE ATTACHMENTS, INCLUDING THE CERTIFICATE OR
ARTICLES OF INCORPORATION OR ORGANIZATION OF EACH LOAN PARTY CERTIFIED BY THE
RELEVANT AUTHORITY OF THE JURISDICTION OF ORGANIZATION OF SUCH LOAN PARTY, AND A
TRUE AND CORRECT COPY OF ITS BY-LAWS, MEMORANDUM AND ARTICLES OF ASSOCIATION OR
OPERATING, MANAGEMENT OR PARTNERSHIP AGREEMENT, AND (II) A LONG FORM CERTIFICATE
OF GOOD STANDING, STATUS OR COMPLIANCE FOR EACH LOAN PARTY FROM ITS JURISDICTION
OF ORGANIZATION.
(D)
LIEN SEARCHES.
THE ADMINISTRATIVE AGENT
SHALL HAVE RECEIVED THE RESULTS OF RECENT LIEN SEARCHES IN EACH OF THE
JURISDICTIONS WHERE ASSETS OF THE LOAN PARTIES ARE LOCATED, AND SUCH SEARCHES
SHALL REVEAL NO LIENS ON ANY OF THE ASSETS OF THE LOAN PARTIES EXCEPT FOR LIENS
PERMITTED BY SECTION 6.02 OR DISCHARGED ON OR PRIOR TO THE EFFECTIVE DATE
PURSUANT TO A PAY-OFF LETTER OR OTHER DOCUMENTATION SATISFACTORY TO THE
ADMINISTRATIVE AGENT.
(E)
FUNDING ACCOUNTS.
THE ADMINISTRATIVE AGENT
SHALL HAVE RECEIVED A NOTICE SETTING FORTH