THE JOINT LEAD ARRANGERS
SHALL HAVE RECEIVED ALL FEES REQUIRED TO BE PAID, AND ALL EXPENSES FOR WHICH
INVOICES HAVE BEEN PRESENTED (INCLUDING THE REASONABLE FEES AND EXPENSES OF
OUTSIDE LEGAL COUNSEL), NO LATER THAN ONE BUSINESS DAY BEFORE THE CLOSING DATE.
33
(F)
CLOSING CERTIFICATE; CERTIFIED CERTIFICATE OF INCORPORATION; GOOD STANDING
CERTIFICATES.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED (I) A CERTIFICATE OF
EACH LOAN PARTY, DATED ON OR BEFORE THE CLOSING DATE, SUBSTANTIALLY IN THE FORM
OF EXHIBIT B, WITH APPROPRIATE INSERTIONS AND ATTACHMENTS, INCLUDING THE
CERTIFICATE OF INCORPORATION OF EACH LOAN PARTY 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.
(G)
LEGAL OPINIONS.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED THE EXECUTED
LEGAL OPINION OF COOLEY GODWARD LLP, COUNSEL TO THE BORROWER AND ITS
SUBSIDIARIES.
SUCH LEGAL OPINION SHALL COVER SUCH OTHER MATTERS INCIDENT TO THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AS THE ADMINISTRATIVE AGENT MAY
REASONABLY REQUIRE.
For the avoidance of doubt, the parties agree that the conditions set forth in
paragraphs (b), (c), (f) and (g) were satisfied in connection with the
effectiveness of the Existing Credit Agreement.
4.2
Conditions to Each Extension of Credit.
The agreement of each
Lender to make any extension of credit requested to be made by it on any date
(including its initial extension of credit) is subject to the satisfaction of
the following conditions precedent:
(A)
REPRESENTATIONS AND WARRANTIES.
EACH OF THE REPRESENTATIONS AND
WARRANTIES MADE BY ANY LOAN PARTY IN OR PURSUANT TO THE LOAN DOCUMENTS SHALL BE
TRUE AND CORRECT ON AND AS OF SUCH DATE AS IF MADE ON AND AS OF SUCH DATE.
(B)
NO DEFAULT.
NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING ON SUCH DATE OR AFTER GIVING EFFECT TO THE EXTENSIONS OF CREDIT
REQUESTED TO BE MADE ON SUCH DATE.
(C)
OTHER DOCUMENTS.
IN THE CASE OF ANY EXTENSION OF CREDIT MADE ON AN
INCREASED REVOLVING COMMITMENT CLOSING DATE, THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED SUCH CUSTOMARY DOCUMENTS AND INFORMATION AS IT MAY REASONABLY REQUEST.
(D)
EXTENSIONS OF CREDIT TO A SUBSIDIARY BORROWER.
THE REPRESENTATIONS AND
WARRANTIES CONTAINED IN SECTION 3.3, 3.4 AND 3.5 AS TO ANY SUBSIDIARY BORROWER
TO WHICH A REVOLVING EXTENSION OF CREDIT IS TO BE MADE SHALL BE TRUE AND CORRECT
IN ALL MATERIAL RESPECTS ON AND AS OF THE DATE OF SUCH BORROWING.
Each borrowing by the Borrower hereunder shall constitute a representation and
warranty by the Borrower as of the date of such extension of credit that the
conditions contained in this Section 4.2 have been satisfied.
SECTION 5.
AFFIRMATIVE COVENANTS
The Borrower hereby agrees that, so long as the Revolving Commitments remain in
effect or any Revolving Loan or other amount is owing to any Lender or the
Administrative Agent hereunder, the Borrower shall and shall cause each of its
Subsidiaries to:
5.1
Financial Statements.