COMMITMENTS IN RELIANCE UPON THE
SUBORDINATION PROVISIONS OF ARTICLE XI OF THE CONVERTIBLE BOND INDENTURE AND
THIS SECTION 3.22.
SECTION 3.23
FOREIGN SUBSIDIARIES.
As of the Closing Date, no Foreign Subsidiary of the US Borrower (other than the
Cayman Borrower) holds any Intellectual Property, and no Foreign Subsidiary of
the US Borrower (other than the Cayman Borrower and Irish Sciele) holds any
material properties, is liable for any material obligations (whether contingent
or actual), engages in any trade or business, or conducts any business activity,
other than (1) the issuance of its Equity Interests to the US Borrower or any
Wholly Owned Subsidiary of the US Borrower or (2) the licensing of Intellectual
Property from one or more Companies and activities incidental thereto.
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ARTICLE IV
CONDITIONS TO CREDIT EXTENSIONS
SECTION 4.01
Conditions to Initial Credit Extension.
The obligation of each
Lender and, if applicable, each Issuing Bank to fund the initial Credit
Extension requested to be made by it shall be subject to the prior or concurrent
satisfaction (except to the extent that such conditions are permitted to be
satisfied on a post-closing basis pursuant to Section 5.15 herein) of each of
the conditions precedent set forth in this Section 4.01.
(A)
LOAN DOCUMENTS.
ALL LEGAL MATTERS INCIDENT TO THIS AGREEMENT, THE
CREDIT EXTENSIONS HEREUNDER AND THE OTHER LOAN DOCUMENTS SHALL BE REASONABLY
SATISFACTORY TO THE LENDERS, TO THE ISSUING BANK AND TO THE ADMINISTRATIVE AGENT
AND THERE SHALL HAVE BEEN DELIVERED TO THE ADMINISTRATIVE AGENT AN EXECUTED
COUNTERPART OF EACH OF THE LOAN DOCUMENTS AND THE PERFECTION CERTIFICATE.
(B)
CORPORATE DOCUMENTS.
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED:
(I)
A CERTIFICATE OF THE SECRETARY OR ASSISTANT SECRETARY OF EACH LOAN
PARTY DATED THE CLOSING DATE, CERTIFYING (A) THAT ATTACHED THERETO IS A TRUE AND
COMPLETE COPY OF EACH ORGANIZATIONAL DOCUMENT OF SUCH LOAN PARTY CERTIFIED (TO
THE EXTENT APPLICABLE) AS OF A RECENT DATE BY THE SECRETARY OF STATE OF THE
STATE OF ITS ORGANIZATION, (B) THAT ATTACHED THERETO IS A TRUE AND COMPLETE COPY
OF RESOLUTIONS DULY ADOPTED BY THE BOARD OF DIRECTORS OF SUCH LOAN PARTY
AUTHORIZING THE EXECUTION, DELIVERY AND PERFORMANCE OF THE LOAN DOCUMENTS TO
WHICH SUCH PERSON IS A PARTY AND, IN THE CASE OF THE BORROWERS, THE BORROWINGS
HEREUNDER, AND THAT SUCH RESOLUTIONS HAVE NOT BEEN MODIFIED, RESCINDED OR
AMENDED AND ARE IN FULL FORCE AND EFFECT AND (C) AS TO THE INCUMBENCY AND
SPECIMEN SIGNATURE OF EACH OFFICER EXECUTING ANY LOAN DOCUMENT OR ANY OTHER
DOCUMENT DELIVERED IN CONNECTION HEREWITH ON BEHALF OF SUCH LOAN PARTY (TOGETHER
WITH A CERTIFICATE OF ANOTHER OFFICER AS TO THE INCUMBENCY AND SPECIMEN
SIGNATURE OF THE SECRETARY OR ASSISTANT SECRETARY EXECUTING THE CERTIFICATE IN
THIS CLAUSE (I));
(II)
A CERTIFICATE AS TO THE GOOD STANDING OF EACH LOAN PARTY (IN SO-CALLED
"LONG-FORM" IF AVAILABLE) (OR FOREIGN EQUIVALENT) AS OF A RECENT DATE, FROM SUCH
SECRETARY OF STATE (OR OTHER APPLICABLE GOVERNMENTAL AUTHORITY); AND
(III)
SUCH OTHER DOCUMENTS AS THE LENDERS, THE ISSUING BANK OR THE