WITH THE REFINANCING, THE CONTINUING OPERATIONS OF THE GROUP MEMBERS
AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL HAVE BEEN OBTAINED AND BE IN FULL
FORCE AND EFFECT.
(G) LIEN SEARCHES.
THE ADMINISTRATIVE AGENT AND THE LEAD ARRANGER SHALL HAVE
RECEIVED THE RESULTS OF A RECENT LIEN SEARCH IN EACH OF THE JURISDICTIONS WHERE
THE LOAN PARTIES ARE ORGANIZED, AND SUCH SEARCH SHALL REVEAL NO LIENS ON ANY OF
THE ASSETS OF THE LOAN PARTIES EXCEPT FOR LIENS PERMITTED BY SECTION 8.3 OR TO
BE DISCHARGED ON OR PRIOR TO THE INITIAL BORROWING DATE PURSUANT TO
DOCUMENTATION SATISFACTORY TO THE ADMINISTRATIVE AGENT AND THE LEAD ARRANGER
(SUCH SATISFACTION TO BE EVIDENCED BY THE ADMINISTRATIVE AGENT'S AND THE LEAD
ARRANGER'S EXECUTION OF THIS AGREEMENT).
(H) FEES.
THE LENDERS AND THE AGENTS SHALL HAVE RECEIVED ALL FEES THAT ARE THEN
REQUIRED TO BE PAID BY THE BORROWER HEREUNDER OR PREVIOUSLY AGREED TO IN WRITING
BY THE BORROWER AND THE AGENTS.
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(I) CLOSING CERTIFICATES.
THE ADMINISTRATIVE AGENT AND THE LEAD ARRANGER SHALL
HAVE RECEIVED (I) A CERTIFICATE OF EACH LOAN PARTY, DATED THE CLOSING DATE,
SUBSTANTIALLY IN THE FORM OF EXHIBIT H, WITH APPROPRIATE INSERTIONS AND
ATTACHMENTS INCLUDING THE CERTIFICATE OF INCORPORATION OF EACH LOAN PARTY (WHICH
WILL INCLUDE, WHERE APPLICABLE, THE CERTIFICATE OF DESIGNATION FOR THE SERIES Z
PREFERRED) THAT IS A CORPORATION CERTIFIED BY THE RELEVANT AUTHORITY OF THE
JURISDICTION OF ORGANIZATION OF SUCH LOAN PARTY, AND (II) A LONG FORM GOOD
STANDING CERTIFICATE FOR EACH LOAN PARTY FROM ITS JURISDICTION OF ORGANIZATION.
(J) PATRIOT ACT.
THE LENDERS SHALL HAVE RECEIVED, SUFFICIENTLY IN ADVANCE OF
THE CLOSING DATE, ALL DOCUMENTATION AND OTHER INFORMATION REQUIRED BY BANK
REGULATORY AUTHORITIES UNDER APPLICABLE "KNOW YOUR CUSTOMER" AND ANTI-MONEY
LAUNDERING RULES AND REGULATIONS, INCLUDING WITHOUT LIMITATION THE UNITED STATES
PATRIOT ACT (TITLE III OF PUB. L. 107-56 (SIGNED INTO LAW OCTOBER 26, 2001)), IN
EACH CASE IF REQUESTED BY SUCH LENDER (SUCH SATISFACTION TO BE EVIDENCED BY EACH
LENDER'S EXECUTION OF THIS AGREEMENT).
(K) COKE CONTRACT.
THE ADMINISTRATIVE AGENT AND THE LEAD ARRANGER SHALL HAVE
RECEIVED COPIES OF THE COKE BEVERAGE MARKETING AGREEMENT, TOGETHER WITH A
CERTIFICATE OF A RESPONSIBLE OFFICER OF THE BORROWER CERTIFYING SUCH DOCUMENT AS
BEING A TRUE, CORRECT, AND COMPLETE COPY THEREOF.
(L) LEGAL OPINIONS.
THE ADMINISTRATIVE AGENT AND THE LEAD ARRANGER SHALL HAVE
RECEIVED THE FOLLOWING EXECUTED LEGAL OPINIONS:
(i)
the legal opinion of Holme Roberts & Owen LLP, counsel to the
Borrower and its Subsidiaries, substantially in the form of Exhibit I-1; and
(ii)
the legal opinion of local counsel in New Jersey and of such
other special and local counsel as may be reasonably required by the
Administrative Agent.
EACH SUCH LEGAL OPINION SHALL COVER SUCH OTHER MATTERS INCIDENT TO THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AS THE ADMINISTRATIVE AGENT MAY
REASONABLY REQUIRE.
6.2.
Conditions to the Initial Borrowing Date.
The agreement of each
Lender to make the initial extension of credit requested to be made by it is
subject to the satisfaction, prior or concurrently with the