IN AN AGGREGATE AMOUNT OF $1,000,000 OR ANY WHOLE
MULTIPLE OF $1,000,000 IN EXCESS THEREOF.
UPON THE EARLIER TO OCCUR OF (I) THE
DRAW DATE, UPON THE FUNDING OF THE TERM LOAN, OR (II) THE DATE WHICH IS NINETY
(90) DAYS FOLLOWING THE CLOSING DATE, IN THE EVENT THAT THE DRAW DATE HAS NOT
OCCURRED PRIOR TO SUCH DATE, THE COMMITMENTS OF THE TERM LENDERS SHALL BE
AUTOMATICALLY TERMINATED.
2.12
DESIGNATION OF LEAD BORROWER AS BORROWERS' AGENT.
(A)
EACH BORROWER HEREBY IRREVOCABLY DESIGNATES AND APPOINTS THE LEAD BORROWER
AS THAT BORROWER'S AGENT TO OBTAIN THE TERM LOAN, THE PROCEEDS OF WHICH SHALL BE
AVAILABLE TO EACH BORROWER FOR THOSE USES AS THOSE SET FORTH IN THIS AGREEMENT.
AS THE DISCLOSED PRINCIPAL FOR ITS AGENT, EACH BORROWER SHALL BE OBLIGATED TO
THE TERM AGENT AND TERM LENDERS ON ACCOUNT OF THE TERM LOAN SO MADE AS IF MADE
DIRECTLY BY THE TERM AGENT OR TERM LENDERS TO THAT BORROWER, NOTWITHSTANDING THE
MANNER BY WHICH SUCH LOANS AND ADVANCES ARE RECORDED ON THE BOOKS AND RECORDS OF
THE LEAD BORROWER AND OF ANY BORROWER.
(B)
THE LEAD BORROWER SHALL ACT AS A CONDUIT FOR EACH BORROWER (INCLUDING
ITSELF, AS A "BORROWER") ON WHOSE BEHALF THE LEAD BORROWER HAS REQUESTED THE
TERM LOAN.
ARTICLE III. - CONDITIONS PRECEDENT:
As a condition to the effectiveness of this Agreement and the making of the Term
Loan, each of the documents respectively described in Sections 3.1 through and
including 3.4 (each in form and substance satisfactory to the Term Agent) shall
have been delivered to the Term Agent, and the conditions respectively described
in Sections 3.5 through and including 3.14, shall have been satisfied as of the
Closing Date, and as a condition to the Term Lenders making the Term Loan on the
Draw Date, the conditions described in Section 3.15 shall have been satisfied as
of the Draw Date:
3.1
CORPORATE DUE DILIGENCE.
(A)
A CERTIFICATE OF CORPORATE GOOD STANDING ISSUED WITH RESPECT TO EACH
OBLIGOR BY THE SECRETARY OF STATE OF THE STATE IN WHICH THAT OBLIGOR WAS
ORGANIZED.
(B)
CERTIFICATES OF QUALIFICATION TO DO BUSINESS AS A FOREIGN CORPORATION,
ISSUED BY THE SECRETARY(IES) OF STATE OF EACH STATE IN WHICH SUCH OBLIGOR'S
CONDUCT OF BUSINESS OR
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OWNERSHIP OF ASSETS REQUIRES SUCH QUALIFICATION, EXCEPT WHERE THE FAILURE TO SO
QUALIFY WOULD NOT HAVE A MATERIAL ADVERSE EFFECT.
(C)
A CERTIFICATE OF EACH OBLIGOR'S RESPECTIVE SECRETARY AS TO THE DUE
ADOPTION AND CONTINUED EFFECTIVENESS OF, EACH CORPORATE RESOLUTION ADOPTED IN
CONNECTION WITH THE ESTABLISHMENT OF THE LOAN ARRANGEMENT CONTEMPLATED BY THE
LOAN DOCUMENTS AND ATTESTING TO THE TRUE SIGNATURES OF EACH PERSON AUTHORIZED AS
A SIGNATORY TO ANY OF THE LOAN DOCUMENTS, SUCH CERTIFICATE TO SET FORTH THE TEXT
OF EACH SUCH RESOLUTION IN AN ATTACHMENT THERETO.
3.2
OPINION.
An opinion of counsel to the Obligors in form and substance satisfactory to the
Term Agent.
3.3
OFFICERS' CERTIFICATES.
Certificates executed by the Chief Executive Officer, Chief Operating Officer,
President or Chief Financial Officer