PIPE LINE), IN EACH CASE IN
SUFFICIENT NUMBERS OF COUNTERPARTS AS REASONABLY REQUESTED BY THE AGENT.
(E)
OPINIONS OF MORGAN, LEWIS & BOCKIUS LLP,
COUNSEL TO THE BORROWER AND THE GUARANTORS AND CERTAIN LOCAL COUNSEL TO THE
BORROWER AND THE GUARANTORS, EACH IN FORM AND SUBSTANCE SATISFACTORY TO THE
AGENT, AS TO SUCH MATTERS INCIDENT TO THE TRANSACTIONS HEREIN CONTEMPLATED AS
THE AGENT MAY REASONABLY REQUEST.
(F)
CERTIFIED COPIES OF ALL CONSENTS,
APPROVALS, AUTHORIZATIONS, REGISTRATIONS AND FILINGS AND ORDERS REQUIRED OR
ADVISABLE TO BE MADE OR OBTAINED UNDER ANY REQUIREMENT OF LAW, OR BY ANY
CONTRACTUAL OBLIGATION OF THE LOAN PARTIES, IN CONNECTION WITH THE EXECUTION,
DELIVERY, PERFORMANCE, VALIDITY AND ENFORCEABILITY OF THE LOAN DOCUMENTS OR ANY
OF THE TRANSACTIONS CONTEMPLATED THEREBY, AND SUCH CONSENTS, APPROVALS,
AUTHORIZATIONS, REGISTRATIONS, FILINGS AND ORDERS SHALL BE IN FULL FORCE AND
EFFECT AND ALL APPLICABLE WAITING PERIODS SHALL HAVE EXPIRED, AND NO
INVESTIGATION OR INQUIRY BY ANY GOVERNMENTAL AUTHORITY REGARDING THE REVOLVING
CREDIT COMMITMENTS OR ANY TRANSACTION BEING FINANCED WITH THE PROCEEDS THEREOF
SHALL BE ONGOING.
(G)
A CERTIFICATE OF INSURANCE COVERAGE OF THE
BORROWER EVIDENCING THAT THE BORROWER IS CARRYING INSURANCE IN ACCORDANCE WITH
SECTION 7.19.
(H)
EVIDENCE THAT, UPON THE APPLICATION OF THE
PROCEEDS OF THE INITIAL FUNDING, THE COMMITMENTS OF THE LENDERS UNDER THE
EXISTING CREDIT AGREEMENT SHALL BE TERMINATED AND THE OBLIGATIONS OF THE
BORROWER AND THE RESTRICTED SUBSIDIARIES UNDER THE EXISTING CREDIT AGREEMENT
SHALL BE PAID IN FULL.
(I)
SUCH OTHER DOCUMENTS AS THE AGENT OR ANY
LENDER OR SPECIAL COUNSEL TO THE AGENT MAY REASONABLY REQUEST.
44
By delivery of its executed signature page to this Agreement, each Lender
confirms to the Agent all conditions precedent set forth above have been met to
the satisfaction of such Lender.
SECTION 6.02.
INITIAL AND SUBSEQUENT LOANS AND LETTERS OF CREDIT.
The obligation of the Lenders to make Loans to the Borrower upon the occasion of
each borrowing hereunder and to issue, renew, extend or reissue Letters of
Credit for the account of the Borrower (including the Initial Funding) is
subject to the further conditions precedent that, as of the date of such Loans
and after giving effect thereto:
(A)
NO DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING; AND
(B)
THE REPRESENTATIONS AND WARRANTIES MADE BY
THE BORROWER IN ARTICLE VII AND BY THE BORROWER AND EACH GUARANTOR IN ANY OTHER
LOAN DOCUMENT SHALL BE TRUE ON AND AS OF THE DATE OF THE MAKING OF SUCH LOANS OR
ISSUANCE, RENEWAL, EXTENSION OR REISSUANCE OF A LETTER OF CREDIT WITH THE SAME
FORCE AND EFFECT AS IF MADE ON AND AS OF SUCH DATE AND FOLLOWING SUCH NEW
BORROWING, EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES ARE
EXPRESSLY LIMITED TO AN EARLIER DATE OR THE REQUIRED LENDERS MAY EXPRESSLY
CONSENT IN WRITING TO THE CONTRARY.
Each request for a borrowing or issuance, renewal, extension or reissuance of a
Letter of Credit by the Borrower hereunder shall constitute a certification by
the Borrower to the effect set forth in Section