IV
CONDITIONS PRECEDENT TO LOANS
SECTION 4.01
CONDITIONS TO CLOSING.
THE OBLIGATION OF EACH LENDER TO MAKE A
LOAN ON THE CLOSING DATE IS SUBJECT TO THE SATISFACTION OF THE FOLLOWING
CONDITIONS:
(A)
EXECUTED TERM LOAN DOCUMENTS.
RECEIPT BY THE ADMINISTRATIVE AGENT
OF DULY EXECUTED COPIES OF:
(I) THIS AGREEMENT; (II) THE NOTES; (III) THE
GUARANTY; (IV) THE COLLATERAL DOCUMENTS; (V) THE INTERCREDITOR AGREEMENT AND
(VI) ALL OTHER TERM LOAN DOCUMENTS, EACH IN FORM AND SUBSTANCE SATISFACTORY TO
THE JOINT LEAD ARRANGERS AND THE LENDERS IN THEIR SOLE DISCRETION.
(B)
LEGAL MATTERS.
ALL LEGAL MATTERS INCIDENT TO THIS AGREEMENT AND
THE LOANS HEREUNDER SHALL BE REASONABLY SATISFACTORY TO THE JOINT LEAD ARRANGERS
AND THE ADMINISTRATIVE AGENT AND TO FRIED FRANK HARRIS SHRIVER & JACOBSON LLP,
COUNSEL FOR THE JOINT LEAD ARRANGERS AND THE ADMINISTRATIVE AGENT.
(C)
ORGANIZATION DOCUMENTS.
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED:
(I) A COPY OF THE ORGANIZATION DOCUMENTS, INCLUDING ALL AMENDMENTS
THERETO, OF EACH LOAN PARTY, CERTIFIED AS OF A RECENT DATE BY THE SECRETARY OF
STATE OF ITS RESPECTIVE STATE OF ORGANIZATION, AND A CERTIFICATE AS TO THE GOOD
STANDING OF EACH LOAN PARTY FROM SUCH SECRETARY OF STATE, AS OF A RECENT DATE;
(II) A CERTIFICATE AS TO THE GOOD STANDING OF EACH LOAN PARTY, AS OF A RECENT
DATE, FROM THE SECRETARY OF STATE OR OTHER APPLICABLE AUTHORITY OF ITS
RESPECTIVE JURISDICTION OF ORGANIZATION AND FROM EACH OTHER STATE IN WHICH SUCH
LOAN PARTY IS QUALIFIED OR IS REQUIRED TO BE QUALIFIED TO DO BUSINESS, TOGETHER
IN EACH CASE, TO THE EXTENT GENERALLY AVAILABLE, WITH A CERTIFICATE OR OTHER
EVIDENCE OF GOOD STANDING AS TO PAYMENT OF ANY APPLICABLE FRANCHISE OR SIMILAR
TAXES FROM THE APPROPRIATE TAXING AUTHORITY OF EACH SUCH JURISDICTION; (III) A
CERTIFICATE OF THE SECRETARY OR ASSISTANT SECRETARY OF EACH LOAN PARTY DATED THE
CLOSING DATE AND CERTIFYING (A) THAT THE ORGANIZATION DOCUMENTS OF SUCH LOAN
PARTY HAVE NOT BEEN AMENDED SINCE THE DATE OF THE LAST AMENDMENT THERETO SHOWN
ON THE CERTIFICATE OF GOOD STANDING FURNISHED PURSUANT TO CLAUSE (I) ABOVE; (B)
THAT ATTACHED THERETO IS A TRUE AND COMPLETE COPY OF THE AGREEMENT OF LIMITED
PARTNERSHIP, OPERATING AGREEMENT OR BY-LAWS OF SUCH LOAN PARTY, AS APPLICABLE,
AS IN EFFECT ON THE CLOSING DATE AND AT ALL TIMES SINCE A DATE PRIOR TO THE DATE
OF THE RESOLUTIONS DESCRIBED IN CLAUSE (C) BELOW, (C) THAT ATTACHED THERETO IS A
TRUE AND COMPLETE COPY OF RESOLUTIONS DULY ADOPTED BY THE BOARD OF DIRECTORS OR
OTHER GOVERNING BODY OF SUCH LOAN PARTY AUTHORIZING THE EXECUTION, DELIVERY AND
PERFORMANCE OF THE TERM LOAN DOCUMENTS TO WHICH IT IS TO BE A PARTY AND, IN THE
CASE OF THE BORROWERS, THE BORROWINGS HEREUNDER, AND THAT SUCH RESOLUTIONS HAVE
NOT
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BEEN MODIFIED, RESCINDED OR AMENDED AND ARE IN FULL FORCE AND EFFECT; AND (D) AS
TO THE INCUMBENCY AND SPECIMEN SIGNATURE OF EACH OFFICER EXECUTING ANY TERM LOAN
DOCUMENT OR ANY OTHER DOCUMENT DELIVERED IN CONNECTION HEREWITH ON BEHALF OF
SUCH LOAN PARTY;