or before December 16, 2005:
(A)
CREDIT DOCUMENTS.
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
SUFFICIENT COPIES OF EACH CLOSING DOCUMENT ORIGINALLY EXECUTED AND DELIVERED BY
EACH APPLICABLE CREDIT PARTY FOR EACH LENDER.
(B)
ORGANIZATIONAL DOCUMENTS; INCUMBENCY.
ADMINISTRATIVE AGENT SHALL
HAVE RECEIVED (I) SUFFICIENT COPIES OF EACH ORGANIZATIONAL DOCUMENT AND, TO THE
EXTENT APPLICABLE, CERTIFIED AS OF A RECENT DATE BY THE APPROPRIATE GOVERNMENTAL
OFFICIAL, FOR EACH CREDIT PARTY, EACH DATED THE CLOSING DATE OR A RECENT DATE
PRIOR THERETO; (II) SIGNATURE AND INCUMBENCY CERTIFICATES OF THE OFFICERS OF
SUCH PERSON EXECUTING THE CLOSING DOCUMENTS TO WHICH IT IS A PARTY;
(III) RESOLUTIONS OF THE BOARD OF DIRECTORS OR SIMILAR GOVERNING BODY OF EACH
CREDIT PARTY APPROVING AND AUTHORIZING THE EXECUTION, DELIVERY AND PERFORMANCE
OF THIS AGREEMENT AND THE OTHER CLOSING DOCUMENTS TO WHICH IT IS A PARTY OR BY
WHICH IT OR ITS ASSETS MAY BE BOUND AS OF THE CLOSING DATE, CERTIFIED AS OF THE
CLOSING DATE BY ITS SECRETARY OR AN ASSISTANT SECRETARY AS BEING IN FULL FORCE
AND EFFECT WITHOUT MODIFICATION OR AMENDMENT; (IV) A GOOD STANDING CERTIFICATE
FROM THE APPLICABLE GOVERNMENTAL AUTHORITY OF EACH CREDIT PARTY'S JURISDICTION
OF INCORPORATION, ORGANIZATION OR FORMATION AND IN EACH JURISDICTION IN WHICH IT
IS QUALIFIED AS A FOREIGN CORPORATION OR OTHER ENTITY TO DO BUSINESS, EACH DATED
A RECENT DATE PRIOR TO THE CLOSING DATE; AND (V) SUCH OTHER DOCUMENTS AS
ADMINISTRATIVE AGENT MAY REASONABLY REQUEST.
(C)
ORGANIZATIONAL AND CAPITAL STRUCTURE.
THE ORGANIZATIONAL
STRUCTURE AND CAPITAL STRUCTURE OF COMPANY AND ITS SUBSIDIARIES SHALL BE AS SET
FORTH IN SCHEDULE 4.1 OF THE DISCLOSURE LETTER.
(D)
GOVERNMENTAL AUTHORIZATIONS AND CONSENTS.
EACH CREDIT PARTY SHALL
HAVE OBTAINED ALL GOVERNMENTAL AUTHORIZATIONS AND ALL CONSENTS OF OTHER PERSONS,
IN EACH CASE THAT ARE NECESSARY OR ADVISABLE IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED BY THE CLOSING DOCUMENTS AND EACH OF THE FOREGOING SHALL BE IN FULL
FORCE AND EFFECT AND IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
SYNDICATION AGENT AND ADMINISTRATIVE AGENT.
ALL APPLICABLE WAITING PERIODS
SHALL HAVE EXPIRED WITHOUT ANY ACTION BEING TAKEN OR THREATENED BY ANY COMPETENT
AUTHORITY WHICH WOULD RESTRAIN, PREVENT OR OTHERWISE IMPOSE ADVERSE CONDITIONS
ON THE TRANSACTIONS CONTEMPLATED BY THE CLOSING DOCUMENTS OR THE FINANCING
THEREOF AND NO ACTION, REQUEST FOR STAY, PETITION FOR REVIEW OR REHEARING,
RECONSIDERATION, OR APPEAL WITH RESPECT TO ANY OF THE FOREGOING SHALL BE
PENDING, AND THE TIME FOR ANY APPLICABLE AGENCY TO TAKE ACTION TO SET ASIDE ITS
CONSENT ON ITS OWN MOTION SHALL HAVE EXPIRED.
(E)
OPINIONS OF COUNSEL TO CREDIT PARTIES.
LENDERS AND THEIR
RESPECTIVE COUNSEL SHALL HAVE RECEIVED ORIGINALLY EXECUTED COPIES OF THE
FAVORABLE WRITTEN OPINIONS OF COUNSEL FOR CREDIT PARTIES, IN THE FORM OF
EXHIBIT D AND AS TO SUCH OTHER MATTERS AS ADMINISTRATIVE AGENT MAY REASONABLY
REQUEST, DATED AS OF THE CLOSING DATE AND OTHERWISE IN FORM AND SUBSTANCE
54
REASONABLY SATISFACTORY TO ADMINISTRATIVE AGENT (AND EACH CREDIT PARTY HEREBY
INSTRUCTS SUCH COUNSEL TO DELIVER SUCH OPINIONS TO AGENTS AND LENDERS).
(F)
FEES.
COMPANY SHALL HAVE PAID TO ADMINISTRATIVE