LENDER TO MAKE
THE INITIAL LOANS AND THE OBLIGATION OF THE L/C ISSUER TO ISSUE THE INITIAL
LETTER OF CREDIT (WHICHEVER FIRST OCCURS) IS, IN ADDITION TO THE CONDITIONS
PRECEDENT SPECIFIED IN SECTION 12.2, SUBJECT TO THE CONDITION PRECEDENT THAT
AGENT SHALL HAVE RECEIVED ALL OF THE FOLLOWING, EACH DULY EXECUTED AND DATED THE
CLOSING DATE (OR SUCH EARLIER DATE AS SHALL BE SATISFACTORY TO AGENT), IN FORM
AND SUBSTANCE SATISFACTORY TO AGENT AND EACH LENDER (AND THE DATE ON WHICH ALL
SUCH CONDITIONS PRECEDENT HAVE BEEN SATISFIED OR WAIVED IN WRITING BY AGENT IS
CALLED THE "CLOSING DATE"):
12.1.1
NOTES.
A NOTE, DULY EXECUTED BY THE LOAN PARTIES, IN FAVOR OF
EACH LENDER.
12.1.2
AUTHORIZATION DOCUMENTS.
FOR EACH LOAN PARTY, SUCH PERSON'S
(A) CHARTER (OR SIMILAR FORMATION DOCUMENT), CERTIFIED BY THE APPROPRIATE
GOVERNMENTAL AUTHORITY; (B) GOOD STANDING CERTIFICATES IN ITS STATE OF
INCORPORATION (OR FORMATION) AND IN EACH OTHER
48
STATE REQUESTED BY AGENT; (C) BYLAWS (OR SIMILAR GOVERNING DOCUMENT);
(D) RESOLUTIONS OF ITS BOARD OF DIRECTORS (OR SIMILAR GOVERNING BODY) APPROVING
AND AUTHORIZING SUCH PERSON'S EXECUTION, DELIVERY AND PERFORMANCE OF THE LOAN
DOCUMENTS TO WHICH IT IS PARTY AND THE TRANSACTIONS CONTEMPLATED THEREBY; AND
(E) SIGNATURE AND INCUMBENCY CERTIFICATES OF ITS OFFICERS EXECUTING ANY OF THE
LOAN DOCUMENTS (IT BEING UNDERSTOOD THAT THE LENDERS MAY CONCLUSIVELY RELY ON
EACH SUCH CERTIFICATE UNTIL FORMALLY ADVISED BY A LIKE CERTIFICATE OF ANY
CHANGES THEREIN), ALL CERTIFIED BY ITS SECRETARY OR AN ASSISTANT SECRETARY (OR
SIMILAR OFFICER) AS BEING IN FULL FORCE AND EFFECT WITHOUT MODIFICATION.
12.1.3
CONSENTS, ETC.
CERTIFIED COPIES OF ALL DOCUMENTS EVIDENCING ANY
NECESSARY CORPORATE OR PARTNERSHIP ACTION, CONSENTS AND GOVERNMENTAL APPROVALS
(IF ANY) REQUIRED FOR THE EXECUTION, DELIVERY AND PERFORMANCE BY THE LOAN
PARTIES OF THE DOCUMENTS REFERRED TO IN THIS SECTION 12.
12.1.4
SECURITY DOCUMENTS.
A COUNTERPART OF THE SECURITY AGREEMENT
EXECUTED BY EACH LOAN PARTY, A COUNTERPART OF THE PLEDGE AGREEMENT EXECUTED BY
THE COMPANY, AND A COUNTERPART OF A CONTROL AGREEMENT FOR EACH ACCOUNT
IDENTIFIED BY AGENT, EXECUTED BY THE APPLICABLE LOAN PARTY AND THE DEPOSITORY OR
FINANCIAL INTERMEDIARY, IN EACH CASE TOGETHER WITH ALL INSTRUMENTS, TRANSFER
POWERS AND OTHER ITEMS REQUIRED TO BE DELIVERED IN CONNECTION THEREWITH.
12.1.5
FINANCING STATEMENTS.
UCC-1 FINANCING STATEMENTS RELATING TO THE
COLLATERAL (AS DEFINED IN THE SECURITY AGREEMENT) AND THE CAPITAL SECURITIES
PLEDGED PURSUANT TO THE PLEDGE AGREEMENT, COMPLETED AND, IF REQUIRED, EXECUTED
BY EACH LOAN PARTY, FOR FILING IN EACH JURISDICTION REASONABLY REQUESTED BY
AGENT.
12.1.6
OPINIONS OF COUNSEL.
OPINIONS OF COUNSEL FOR EACH LOAN PARTY,
INCLUDING LOCAL COUNSEL REASONABLY REQUESTED BY AGENT.
12.1.7
INSURANCE. EVIDENCE OF THE EXISTENCE OF INSURANCE REQUIRED TO BE
MAINTAINED PURSUANT TO SECTION 10.3(B), TOGETHER WITH EVIDENCE THAT AGENT HAS
BEEN NAMED AS A LENDER'S LOSS PAYEE AND AN ADDITIONAL INSURED ON ALL RELATED
INSURANCE POLICIES.
12.1.8
PAYMENT OF FEES.
EVIDENCE OF PAYMENT BY THE COMPANY OF ALL ACCRUED
AND UNPAID FEES, COSTS AND EXPENSES TO THE EXTENT THEN DUE AND PAYABLE ON THE
CLOSING DATE, TOGETHER WITH ALL ATTORNEY COSTS