Common use of Conditions Precedent to Initial Revolving Loan Clause in Contracts

Conditions Precedent to Initial Revolving Loan. The obligation of the Bank to make its initial Revolving Loans, to issue Letters of Credit is subject to the condition precedent that the Bank shall have received, in form and substance satisfactory to the Bank and its counsel, the following: (a) this Agreement, duly executed by the Credit Parties; (b) the Sepracor Note, duly executed by the Borrower; (c) the Biosphere Note, duly executed by Biosphere; (d) the Guaranty Agreement duly executed by the Borrower; (e) a certificate of the Secretary or an Assistant Secretary of the Borrower with respect to resolutions of its Board of Directors authorizing the execution and delivery of this Agreement, the Notes, and identifying the officer(s) authorized to execute, deliver and take all other actions required under this Agreement, and providing specimen signatures of such officers; (f) a certificate signed by an Authorized Officer, certifying that the conditions of Section 3.2.(b) have been fulfilled; (g) the certificate of incorporation of the Borrower and all amendments and supplements thereto, filed in the office of the Secretary of State of the State of Delaware, each certified by said Secretary of State as being a true and correct copy thereof; (h) the bylaws of the Borrower and all amendments and supplements thereto, certified by the Secretary or an Assistant Secretary as being a true and correct copy thereof; (i) a certificate of the Secretary of State of the State of Delaware, as to legal existence and good corporate standing of the Borrower in such state and listing all documents on file in the office of said Secretary of State; (j) a certificate of the Secretary or an Assistant Secretary of Biosphere with respect to resolutions of the Board of Directors authorizing the execution and delivery of this Agreement, the Biosphere Note, and identifying the officer(s) authorized to execute, deliver and take all other actions required under this Agreement, and providing specimen signatures of such officers; (k) a certificate signed by a principal officer of Biosphere, certifying that the conditions of Section 3.2.(b) have been fulfilled; (l) the certificate of incorporation of Biosphere and all amendments and supplements thereto, filed in the office of the Secretary of State of the State of Delaware, each certified by said Secretary of State as being a true and correct copy thereof; (m) the bylaws of Biosphere and all amendments and supplements thereto, certified by the Secretary or an Assistant Secretary as being a true and correct copy thereof; (n) a certificate of the Secretary of State of the State of Delaware, as to legal existence and good corporate standing of Biosphere in such state and listing all documents on file in the office of said Secretary of State; (o) Lien searches against each Credit Party in all appropriate state filing offices and in the United States Patent and Trademark Office and the United States Copyright Office; (p) if necessary, UCC-3 Termination Statements and other appropriate lien discharge documentation terminating all liens except those consisting of Permitted Encumbrances. (q) a certificate signed by an Authorized Officer, certifying that there has been no material adverse change in the condition (financial or otherwise), operations, properties, assets, liabilities or earnings of the Credit Parties since the date of its most recent financial statement; (r) an opinion addressed to it from Xxxx and Xxxx LLP, counsel to the Credit Parties, in form and substance satisfactory to the Bank and its counsel; and (s) such other documents, and completion of such other matters, as counsel for the Bank may deem reasonably necessary or appropriate. Notwithstanding the foregoing, the obligations of the Bank to make Revolving Loans or Biosphere Loans or issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived) at or prior to 12:00 p.m. on January 7, 2000 (and in the event such conditions are not so satisfied or waived, the Revolving Commitment Amount (and the Biosphere Sublimit) shall terminate).

Conditions Precedent to Initial Revolving Loan. The obligation of the Bank to make its initial Revolving Loans, to issue Letters of Credit Loan is subject to the condition conditions precedent that the that: (a) The Bank shall have receivedreceived on or before the day of the initial Revolving Loan the following, each dated prior to or as of such day, in form and substance satisfactory to the Bank and its counsel, the followingBank: (ai) this Agreement, duly executed The Revolving Note issued by the Credit PartiesBorrower to the order of the Bank; (bii) Copies of the Sepracor NoteArticles of Incorporation or Certificate of Incorporation of the Borrower, duly executed certified as of a recent date by the Secretary of State of Delaware; (iii) Copies of the Bylaws, if any, of the Borrower, certified by the Secretary or an Assistant Secretary of the Borrower; (civ) Copies of resolutions of the Biosphere NoteBoard of Directors or other authorizing documents of the Borrower, duly executed by Biospherein form and substance satisfactory to the Bank, approving the Loan Documents and the Revolving Loans hereunder; (dv) the Guaranty Agreement duly An incumbency certificate executed by the Borrower; (e) a certificate of the Secretary or an Assistant Secretary of the Borrower or equivalent document, certifying the names and signatures of the officers of the Borrower or other Persons authorized to sign the Loan Documents and the other documents to be delivered hereunder; (vi) Executed copies of all other Loan Documents; (vii) Opinion from Borrower’s counsel substantially in the form of Exhibit B hereto; (b) The Bank shall have completed its due diligence review of the Borrower, and the scope and results thereof shall be satisfactory to Bank in its discretion; (c) All information previously furnished by Borrower to Bank shall be true and correct in all material respects; (d) All fees and expenses required to be paid on the Closing Date shall have been paid or arrangements satisfactory to Bank shall have been made with respect to resolutions of its Board of Directors authorizing the execution and delivery of this Agreement, payment thereof; (e) Borrower shall be in compliance with the NotesLoan Documents, and identifying after giving effect to the officer(s) authorized to executeinitial Revolving Loan, deliver no Potential Event of Default or Event of Default shall have occurred and take all other actions required under this Agreement, and providing specimen signatures of such officersbe continuing; (f) a certificate signed by an Authorized Officer, certifying that the conditions The representations and warranties of Section 3.2.(b) have been fulfilledBorrower contained in Article V shall be true and correct in all respects; (g) the certificate of incorporation Bank shall have received evidence of the Borrower and all amendments and supplements thereto, filed in the office of the Secretary of State of the State of Delaware, each certified insurance policies required by said Secretary of State as being a true and correct copy thereofSection 6.01(e); (h) the bylaws of the Borrower All corporate and legal proceedings and all amendments instruments and supplements theretodocuments in connection with the transactions contemplated by this Agreement shall be reasonably satisfactory in content, certified by the Secretary or an Assistant Secretary as being a true and correct copy thereof; (i) a certificate of the Secretary of State of the State of Delaware, as to legal existence and good corporate standing of the Borrower in such state and listing all documents on file in the office of said Secretary of State; (j) a certificate of the Secretary or an Assistant Secretary of Biosphere with respect to resolutions of the Board of Directors authorizing the execution and delivery of this Agreement, the Biosphere Note, and identifying the officer(s) authorized to execute, deliver and take all other actions required under this Agreement, and providing specimen signatures of such officers; (k) a certificate signed by a principal officer of Biosphere, certifying that the conditions of Section 3.2.(b) have been fulfilled; (l) the certificate of incorporation of Biosphere and all amendments and supplements thereto, filed in the office of the Secretary of State of the State of Delaware, each certified by said Secretary of State as being a true and correct copy thereof; (m) the bylaws of Biosphere and all amendments and supplements thereto, certified by the Secretary or an Assistant Secretary as being a true and correct copy thereof; (n) a certificate of the Secretary of State of the State of Delaware, as to legal existence and good corporate standing of Biosphere in such state and listing all documents on file in the office of said Secretary of State; (o) Lien searches against each Credit Party in all appropriate state filing offices and in the United States Patent and Trademark Office and the United States Copyright Office; (p) if necessary, UCC-3 Termination Statements and other appropriate lien discharge documentation terminating all liens except those consisting of Permitted Encumbrances. (q) a certificate signed by an Authorized Officer, certifying that there has been no material adverse change in the condition (financial or otherwise), operations, properties, assets, liabilities or earnings of the Credit Parties since the date of its most recent financial statement; (r) an opinion addressed to it from Xxxx and Xxxx LLP, counsel to the Credit Parties, in form and substance satisfactory to the Bank and its counsel, and the Bank and such counsel shall have received any and all further information and documents which the Bank or such counsel may reasonably have requested in connection therewith, such documents where appropriate to be certified by proper corporate or governmental authorities; (i) Nothing shall have occurred and the Bank shall not have become aware of any fact or condition not previously known, which the Bank shall determine has, or could reasonably be expected to have, a material adverse effect on the rights or remedies of the Bank, or on the ability of the Borrower to perform its obligations to the Bank or which has, or could reasonably be expected to have, a materially adverse effect on the performance, business, property, assets, condition (financial or otherwise) or prospects of Borrower and its Subsidiaries taken as a whole; (j) Suburban shall have reduced the outstanding principal balance of the credit facility provided to Suburban pursuant to the Suburban Loan Documents to $0; and (sk) such other documents, Bank shall have received documentation satisfactory to Bank evidencing the cancellation of all credit facilities provided to Borrower and completion of such other matters, as counsel for the Bank may deem reasonably necessary or appropriate. Notwithstanding the foregoing, the obligations of the Bank to make Revolving Loans or Biosphere Loans or issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived) at or prior to 12:00 p.m. on January 7, 2000 (and in the event such conditions are not so satisfied or waived, the Revolving Commitment Amount (and the Biosphere Sublimit) shall terminate)Suburban by Mellon.

Conditions Precedent to Initial Revolving Loan. The obligation of the Bank to make its initial Revolving Loans, to issue Letters of Credit Loan is subject to the condition conditions precedent that the that: (a) The Bank shall have receivedreceived on or before the day of the initial Revolving Loan the following, each dated prior to or as of such day, in form and substance satisfactory to the Bank and its counsel, the followingBank: (ai) this Agreement, duly executed The Revolving Note issued by the Credit PartiesBorrower to the order of the Bank; (bii) Copies of the Sepracor NoteArticles of Incorporation or Certificate of Incorporation of the Borrower, duly executed certified as of a recent date by the Secretary of State of Delaware; (iii) Copies of the Bylaws, if any, of the Borrower, certified by the Secretary or an Assistant Secretary of the Borrower; (civ) Copies of resolutions of the Biosphere NoteBoard of Directors or other authorizing documents of the Borrower, duly executed by Biospherein form and substance satisfactory to the Bank, approving the Loan Documents and the Revolving Loans hereunder; (dv) the Guaranty Agreement duly An incumbency certificate executed by the Borrower; (e) a certificate of the Secretary or an Assistant Secretary of the Borrower or equivalent document, certifying the names and signatures of the officers of the Borrower or other Persons authorized to sign the Loan Documents and the other documents to be delivered hereunder; (vi) Executed copies of all other Loan Documents; (b) The Bank shall have completed its due diligence review of the Borrower, and the scope and results thereof shall be satisfactory to Bank in its discretion; (c) All information previously furnished by Borrower to Bank shall be true and correct in all material respects; (d) All fees and expenses required to be paid on the Closing Date shall have been paid or arrangements satisfactory to Bank shall have been made with respect to resolutions of its Board of Directors authorizing the execution and delivery of this Agreement, payment thereof; (e) Borrower shall be in compliance with the NotesLoan Documents, and identifying after giving effect to the officer(s) authorized to executeinitial Revolving Loan, deliver no Potential Event of Default or Event of Default shall have occurred and take all other actions required under this Agreement, and providing specimen signatures of such officersbe continuing; (f) a certificate signed by an Authorized Officer, certifying that the conditions The representations and warranties of Section 3.2.(b) have been fulfilledBorrower contained in Article V shall be true and correct in all respects; (g) the certificate of incorporation Bank shall have received evidence of the Borrower and all amendments and supplements thereto, filed in the office of the Secretary of State of the State of Delaware, each certified insurance policies required by said Secretary of State as being a true and correct copy thereofSection 6.01(e); (h) the bylaws of the Borrower All corporate and legal proceedings and all amendments instruments and supplements theretodocuments in connection with the transactions contemplated by this Agreement shall be reasonably satisfactory in content, certified by the Secretary or an Assistant Secretary as being a true and correct copy thereof; (i) a certificate of the Secretary of State of the State of Delaware, as to legal existence and good corporate standing of the Borrower in such state and listing all documents on file in the office of said Secretary of State; (j) a certificate of the Secretary or an Assistant Secretary of Biosphere with respect to resolutions of the Board of Directors authorizing the execution and delivery of this Agreement, the Biosphere Note, and identifying the officer(s) authorized to execute, deliver and take all other actions required under this Agreement, and providing specimen signatures of such officers; (k) a certificate signed by a principal officer of Biosphere, certifying that the conditions of Section 3.2.(b) have been fulfilled; (l) the certificate of incorporation of Biosphere and all amendments and supplements thereto, filed in the office of the Secretary of State of the State of Delaware, each certified by said Secretary of State as being a true and correct copy thereof; (m) the bylaws of Biosphere and all amendments and supplements thereto, certified by the Secretary or an Assistant Secretary as being a true and correct copy thereof; (n) a certificate of the Secretary of State of the State of Delaware, as to legal existence and good corporate standing of Biosphere in such state and listing all documents on file in the office of said Secretary of State; (o) Lien searches against each Credit Party in all appropriate state filing offices and in the United States Patent and Trademark Office and the United States Copyright Office; (p) if necessary, UCC-3 Termination Statements and other appropriate lien discharge documentation terminating all liens except those consisting of Permitted Encumbrances. (q) a certificate signed by an Authorized Officer, certifying that there has been no material adverse change in the condition (financial or otherwise), operations, properties, assets, liabilities or earnings of the Credit Parties since the date of its most recent financial statement; (r) an opinion addressed to it from Xxxx and Xxxx LLP, counsel to the Credit Parties, in form and substance satisfactory to the Bank and its counsel; and, and the Bank and such counsel shall have received any and all further information and documents which the Bank or such counsel may reasonably have requested in connection therewith, such documents where appropriate to be certified by proper corporate or governmental authorities; (si) such other documents, Nothing shall have occurred and completion of such other matters, as counsel for the Bank may deem shall not have become aware of any fact or condition not previously known, which the Bank shall determine has, or could reasonably necessary be expected to have, a material adverse effect on the rights or appropriate. Notwithstanding the foregoing, the obligations remedies of the Bank to make Revolving Loans Bank, or Biosphere Loans or issue Letters of Credit hereunder shall not become effective unless each on the ability of the foregoing conditions is satisfied Borrower to perform its obligations to the Bank or which has, or could reasonably be expected to have, a materially adverse effect on the performance, business, property, assets, condition (financial or waivedotherwise) at or prior prospects of Borrower and its Subsidiaries taken as a whole; (j) Suburban shall have reduced the outstanding principal balance of the credit facility provided to 12:00 p.m. on January 7, 2000 (and in Suburban pursuant to the event such conditions are not so satisfied or waived, Suburban Loan Documents to $0; the Revolving Commitment Amount (and commitment represented by the Biosphere Sublimit) shall terminate)Suburban Loan Documents hereby being deemed terminated.

Conditions Precedent to Initial Revolving Loan. The obligation of the Bank to make its initial Revolving Loans, to issue Letters of Credit Loan is subject to the condition conditions precedent that the that: (a) The Bank shall have receivedreceived on or before the day of the initial Revolving Loan the following, each dated prior to or as of such day, in form and substance satisfactory to the Bank and its counsel, the followingBank: (ai) this Agreement, duly executed The Revolving Note issued by the Credit PartiesBorrower to the order of the Bank; (bii) Copies of the Sepracor NoteArticles of Incorporation or Certificate of Incorporation of the Borrower, duly executed certified as of a recent date by the Secretary of State of Delaware; (iii) Copies of the Bylaws, if any, of the Borrower, certified by the Secretary or an Assistant Secretary of the Borrower; (civ) Copies of resolutions of the Biosphere NoteBoard of Directors or other authorizing documents of the Borrower, duly executed by Biospherein form and substance satisfactory to the Bank, approving the Loan Documents and Revolving Loans hereunder; (dv) the Guaranty Agreement duly An incumbency certificate executed by the Borrower; (e) a certificate of the Secretary or an Assistant Secretary of the Borrower or equivalent document, certifying the names and signatures of the officers of the Borrower or other Persons authorized to sign the Loan Documents and the other documents to be delivered hereunder; (vi) Executed copies of all other Loan Documents; (vii) Executed copies of the Union Loan Documents; (b) The Bank shall have completed its due diligence review of the Borrower, and the scope and results thereof shall be satisfactory to Bank in its discretion; (c) All information previously furnished by Borrower to Bank shall be true and correct in all material respects; (d) All fees and expenses required to be paid on the Closing Date shall have been paid or arrangements satisfactory to Bank shall have been made with respect to resolutions of its Board of Directors authorizing the execution and delivery of this Agreement, payment thereof; (e) Borrower shall be in compliance with the NotesLoan Documents, and identifying after giving effect to the officer(s) authorized to executeinitial Revolving Loan, deliver no Potential Event of Default or Event of Default shall have occurred and take all other actions required under this Agreement, and providing specimen signatures of such officersbe continuing; (f) a certificate signed by an Authorized Officer, certifying that the conditions The representations and warranties of Section 3.2.(b) have been fulfilledBorrower contained in Article V shall be true and correct in all respects; (g) the certificate of incorporation Bank shall have received evidence of the Borrower and all amendments and supplements thereto, filed in the office of the Secretary of State of the State of Delaware, each certified insurance policies required by said Secretary of State as being a true and correct copy thereofSection 6.01(e); (h) the bylaws of the Borrower All corporate and legal proceedings and all amendments instruments and supplements theretodocuments in connection with the transactions contemplated by this Agreement shall be reasonably satisfactory in content, certified by the Secretary or an Assistant Secretary as being a true and correct copy thereof; (i) a certificate of the Secretary of State of the State of Delaware, as to legal existence and good corporate standing of the Borrower in such state and listing all documents on file in the office of said Secretary of State; (j) a certificate of the Secretary or an Assistant Secretary of Biosphere with respect to resolutions of the Board of Directors authorizing the execution and delivery of this Agreement, the Biosphere Note, and identifying the officer(s) authorized to execute, deliver and take all other actions required under this Agreement, and providing specimen signatures of such officers; (k) a certificate signed by a principal officer of Biosphere, certifying that the conditions of Section 3.2.(b) have been fulfilled; (l) the certificate of incorporation of Biosphere and all amendments and supplements thereto, filed in the office of the Secretary of State of the State of Delaware, each certified by said Secretary of State as being a true and correct copy thereof; (m) the bylaws of Biosphere and all amendments and supplements thereto, certified by the Secretary or an Assistant Secretary as being a true and correct copy thereof; (n) a certificate of the Secretary of State of the State of Delaware, as to legal existence and good corporate standing of Biosphere in such state and listing all documents on file in the office of said Secretary of State; (o) Lien searches against each Credit Party in all appropriate state filing offices and in the United States Patent and Trademark Office and the United States Copyright Office; (p) if necessary, UCC-3 Termination Statements and other appropriate lien discharge documentation terminating all liens except those consisting of Permitted Encumbrances. (q) a certificate signed by an Authorized Officer, certifying that there has been no material adverse change in the condition (financial or otherwise), operations, properties, assets, liabilities or earnings of the Credit Parties since the date of its most recent financial statement; (r) an opinion addressed to it from Xxxx and Xxxx LLP, counsel to the Credit Parties, in form and substance satisfactory to the Bank and its counsel; and, and the Bank and such counsel shall have received any and all further information and documents which the Bank or such counsel may reasonably have requested in connection therewith, such documents where appropriate to be certified by proper corporate or governmental authorities; (si) such other documents, Nothing shall have occurred and completion of such other matters, as counsel for the Bank may deem shall not have become aware of any fact or condition not previously known, which the Bank shall determine has, or could reasonably necessary be expected to have, a material adverse effect on the rights or appropriate. Notwithstanding the foregoing, the obligations remedies of the Bank to make Revolving Loans Bank, or Biosphere Loans or issue Letters of Credit hereunder shall not become effective unless each on the ability of the foregoing conditions is satisfied Borrower to perform its obligations to the Bank or which has, or could reasonably be expected to have, a materially adverse effect on the performance, business, property, assets, condition (financial or waivedotherwise) at or prior to 12:00 p.m. on January 7, 2000 (prospects of Borrower and in the event such conditions are not so satisfied or waived, the Revolving Commitment Amount (and the Biosphere Sublimit) shall terminate).its Subsidiaries taken as a whole;

Conditions Precedent to Initial Revolving Loan. The obligation of the Bank to make its initial Revolving Loans, to issue Letters of Credit Loan is subject to the condition conditions precedent that the that: (a) The Bank shall have receivedreceived on or before the day of the initial Revolving Loan the following, each dated prior to or as of such day, in form and substance satisfactory to the Bank and its counsel, the followingBank: (ai) this Agreement, duly executed The Revolving Note issued by the Credit PartiesBorrower to the order of the Bank; (bii) Copies of the Sepracor NoteCertificate of Incorporation of the Borrower, duly executed certified as of a recent date by the Secretary of State of Delaware; (iii) Copies of the Bylaws, if any, of the Borrower, certified by the Secretary or an Assistant Secretary of the Borrower; (civ) Copies of resolutions of the Biosphere NoteBoard of Directors or other authorizing documents of the Borrower, duly executed by Biospherein form and substance satisfactory to the Bank, approving the Loan Documents and the Loans hereunder; (dv) the Guaranty Agreement duly An incumbency certificate executed by the Borrower; (e) a certificate of the Secretary or an Assistant Secretary of the Borrower or equivalent document, certifying the names and signatures of the officers of the Borrower or other Persons authorized to sign the Loan Documents and the other documents to be delivered hereunder; (vi) Executed copies of all other Loan Documents; (vii) Opinion from Xxxxxx & Xxxxxxx LLP, on behalf of the Borrower, substantially in the form of Exhibit D hereto; and (viii) Executed copies of the amended BofA Loan Documents. (b) The Bank shall have completed its due diligence review of the Borrower, and the scope and results thereof shall be satisfactory to the Bank in its discretion; (c) All information previously furnished by the Borrower to the Bank shall be true and correct in all material respects; (d) All fees and expenses required to be paid on the Closing Date shall have been paid or arrangements satisfactory to the Bank shall have been made with respect to resolutions of its Board of Directors authorizing the execution and delivery of this Agreement, payment thereof; (e) The Borrower shall be in compliance with the NotesLoan Documents, and identifying after giving effect to the officer(s) authorized to executeinitial Revolving Loan, deliver no Potential Event of Default or Event of Default shall have occurred and take all other actions required under this Agreement, and providing specimen signatures of such officersbe continuing; (f) a certificate signed by an Authorized Officer, certifying that The representations and warranties of the conditions of Section 3.2.(b) have been fulfilledBorrower contained in Article V shall be true and correct in all respects; (g) the certificate of incorporation The Bank shall have received evidence of the Borrower and all amendments and supplements thereto, filed in the office of the Secretary of State of the State of Delaware, each certified insurance policies required by said Secretary of State as being a true and correct copy thereofSection 6.01(e); (h) the bylaws of the Borrower All corporate and legal proceedings and all amendments instruments and supplements theretodocuments in connection with the transactions contemplated by this Agreement shall be reasonably satisfactory in content, certified by the Secretary or an Assistant Secretary as being a true and correct copy thereof; (i) a certificate of the Secretary of State of the State of Delaware, as to legal existence and good corporate standing of the Borrower in such state and listing all documents on file in the office of said Secretary of State; (j) a certificate of the Secretary or an Assistant Secretary of Biosphere with respect to resolutions of the Board of Directors authorizing the execution and delivery of this Agreement, the Biosphere Note, and identifying the officer(s) authorized to execute, deliver and take all other actions required under this Agreement, and providing specimen signatures of such officers; (k) a certificate signed by a principal officer of Biosphere, certifying that the conditions of Section 3.2.(b) have been fulfilled; (l) the certificate of incorporation of Biosphere and all amendments and supplements thereto, filed in the office of the Secretary of State of the State of Delaware, each certified by said Secretary of State as being a true and correct copy thereof; (m) the bylaws of Biosphere and all amendments and supplements thereto, certified by the Secretary or an Assistant Secretary as being a true and correct copy thereof; (n) a certificate of the Secretary of State of the State of Delaware, as to legal existence and good corporate standing of Biosphere in such state and listing all documents on file in the office of said Secretary of State; (o) Lien searches against each Credit Party in all appropriate state filing offices and in the United States Patent and Trademark Office and the United States Copyright Office; (p) if necessary, UCC-3 Termination Statements and other appropriate lien discharge documentation terminating all liens except those consisting of Permitted Encumbrances. (q) a certificate signed by an Authorized Officer, certifying that there has been no material adverse change in the condition (financial or otherwise), operations, properties, assets, liabilities or earnings of the Credit Parties since the date of its most recent financial statement; (r) an opinion addressed to it from Xxxx and Xxxx LLP, counsel to the Credit Parties, in form and substance satisfactory to the Bank and its counsel; and, and the Bank and such counsel shall have received any and all further information and documents which the Bank or such counsel may reasonably have requested in connection therewith, such documents where appropriate to be certified by proper corporate or governmental authorities; (si) such other documents, Nothing shall have occurred and completion of such other matters, as counsel for the Bank may deem shall not have become aware of any fact or condition not previously known, which the Bank shall determine has, or could reasonably necessary be expected to have, a material adverse effect on the rights or appropriate. Notwithstanding the foregoing, the obligations remedies of the Bank to make Revolving Loans Bank, or Biosphere Loans or issue Letters of Credit hereunder shall not become effective unless each on the ability of the foregoing conditions is satisfied Borrower to perform its obligations to the Bank or which has, or could reasonably be expected to have, a materially adverse effect on the performance, business, property, assets, condition (financial or waivedotherwise) at or prior to 12:00 p.m. on January 7, 2000 (prospects of the Borrower and in the event such conditions are not so satisfied or waived, the Revolving Commitment Amount (and the Biosphere Sublimit) shall terminate).its Subsidiaries taken as a whole;

Conditions Precedent to Initial Revolving Loan. The obligation of the Bank to make its initial Revolving Loans, Loan and to issue Letters of Credit provide the Foreign Exchange Facility is subject to the condition precedent that the Bank shall have received, in form and substance satisfactory to the Bank and its counsel, the following: (a) this Agreement, duly executed by the Credit PartiesCompany; (b) the Sepracor Note, duly executed by the BorrowerCompany; (c) the Biosphere Note, Confirmation of the Intellectual Property Security Agreement duly executed by Biospherethe Company in form and substance satisfactory to the Bank and its counsel; (d) the Guaranty Agreement (Biosepra), duly executed by the BorrowerSepracor; (e) the Sepracor Credit Agreement, the Deposit Pledge Agreement and the Guaranty Agreement (Versicor) duly executed by Sepracor and the Versicor Credit Agreement duly executed by Versicor and the consummation of all transactions contemplated thereby; (f) a certificate of the Secretary or an Assistant Secretary of the Borrower Company with respect to resolutions of its the Board of Directors authorizing the execution and delivery of this Agreement, the Notes, Confirmation of the Intellectual Property Security Agreement and the Note and identifying the officer(s) authorized to execute, deliver and take all other actions required under this Agreement, and providing specimen signatures of such officers; (fg) a certificate signed by an Authorized Officer, certifying that the conditions of Section 3.2.(b) have been fulfilled; (gh) the certificate of incorporation of the Borrower Company and all amendments and supplements thereto, filed in the office of the Secretary of State of the State of Delaware, each certified by said Secretary of State as being a true and correct copy thereof; (hi) the bylaws Bylaws of the Borrower Company and all amendments and supplements thereto, certified by the Secretary or an Assistant Secretary as being a true and correct copy thereof; (ij) a certificate of the Secretary of State of the State of Delaware, as to legal existence and good corporate standing of the Borrower Company in such state and listing all documents on file in the office of said Secretary of State; (jk) a certificate UCC-1 Financing Statements, for any new locations of the Secretary or an Assistant Secretary of Biosphere with respect to resolutions Company duly executed by the Company and UCC-3 Financing Statements, changing the name of the Board of Directors authorizing Bank as set forth in the execution preamble to this Agreement and delivery of this Agreementany other necessary revisions duly executed by the Company and the Bank, each recorded in the Biosphere Note, and identifying the officer(s) authorized to execute, deliver and take all other actions required under this Agreement, and providing specimen signatures of such officers; (k) a certificate signed by a principal officer of Biosphere, certifying that the conditions of Section 3.2.(b) have been fulfilledappropriate filing offices; (l) the certificate of incorporation of Biosphere and all amendments and supplements thereto, filed in the office of the Secretary of State of the State of Delaware, each certified by said Secretary of State as being a true and correct copy thereof; (m) the bylaws of Biosphere and all amendments and supplements thereto, certified by the Secretary or an Assistant Secretary as being a true and correct copy thereof; (n) a certificate of the Secretary of State of the State of Delaware, as to legal existence and good corporate standing of Biosphere in such state and listing all documents on file in the office of said Secretary of State; (o) Lien searches against each Credit Party the Company in all appropriate state filing offices and in the United States Patent and Trademark Office and the United States Copyright Office; (pm) if necessary, UCC-3 Termination Statements and other appropriate lien discharge documentation terminating all liens except those consisting of Permitted Encumbrances. (qn) Landlord Waiver as to the real property leased by the Company located at 111 Xxxxx Xxxxx, Marlborough, Massachusetts duly executed by the lessor of such property; (o) an insurance binder demonstrating compliance with Section 5.3; (p) a certificate signed by an Authorized Officer, certifying that there has been no material adverse change in the condition (financial or otherwise), operations, properties, assets, liabilities or earnings of the Credit Parties Company since the date of its most recent financial statement; (rq) an opinion addressed to it from Xxxx and Xxxx LLPHale & Xorr, counsel xxunsel to the Credit PartiesCompany, in form and substance satisfactory to the Bank and its counsel; and (sr) such other documents, and completion of such other matters, as counsel for the Bank may deem reasonably necessary or appropriate. Notwithstanding the foregoing, the obligations of the Bank to make Revolving Loans or Biosphere Loans or issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived) at or prior to 12:00 p.m. on January 7, 2000 (and in the event such conditions are not so satisfied or waived, the Revolving Commitment Amount (and the Biosphere Sublimit) shall terminate).

Conditions Precedent to Initial Revolving Loan. The obligation of the Bank to make its initial Revolving Loans, to issue Letters of Credit Loan is subject to the condition precedent that the Bank shall have received, in form and substance satisfactory to the Bank and its counsel, the following: (a) this Agreement, duly executed by the Credit PartiesCompany; (b) the Sepracor Note, duly executed by the BorrowerCompany; (c) the Biosphere Note, Intellectual Property Security Agreement duly executed by Biospherethe Company in form and substance satisfactory to the Bank and its counsel; (d) the Guaranty Agreement duly executed by the BorrowerGuarantor in form and substance satisfactory to the Bank and its counsel; (e) a certificate of the Secretary or an Assistant Secretary of the Borrower Company with respect to resolutions of its the Board of Directors authorizing the execution and delivery of this Agreement, the NotesIntellectual Property Security Agreement, the Note and identifying the officer(s) authorized to execute, deliver and take all other actions required under this Agreement, and providing specimen signatures of such officers; (f) a certificate signed by an Authorized Officera principal officer of the Company, certifying that the conditions of Section 3.2.(b) have been fulfilled; (g) the certificate of incorporation of the Borrower Company and all amendments and supplements thereto, filed in the office of the Secretary of State of the State of Delaware, each certified by said Secretary of State as being a true and correct copy thereof; (h) the bylaws Bylaws of the Borrower Company and all amendments and supplements thereto, certified by the Secretary or an Assistant Secretary as being a true and correct copy thereof; (i) a certificate of the Secretary of State of the State of Delaware, as to legal existence and good corporate standing of the Borrower Company in such state and listing all documents on file in the office of said Secretary of State; (j) a certificate UCC-1 Financing Statements duly executed by the Company and recorded in the appropriate filing offices for all locations of the Secretary or an Assistant Secretary Company as set forth in the Perfection Certificate as executed by the Company and delivered to the Bank, substantially in the form of Biosphere Exhibit B attached hereto with respect to resolutions of the Board of Directors authorizing the execution and delivery of this Agreement, the Biosphere Note, and identifying the officer(s) authorized to execute, deliver and take all other actions required under this Agreement, and providing specimen signatures of such officersblanks appropriately completed; (k) a certificate signed by a principal officer of Biosphere, certifying that the conditions of Section 3.2.(b) have been fulfilled; (l) the certificate of incorporation of Biosphere and all amendments and supplements thereto, filed in the office of the Secretary of State of the State of Delaware, each certified by said Secretary of State as being a true and correct copy thereof; (m) the bylaws of Biosphere and all amendments and supplements thereto, certified by the Secretary or an Assistant Secretary as being a true and correct copy thereof; (n) a certificate of the Secretary of State of the State of Delaware, as to legal existence and good corporate standing of Biosphere in such state and listing all documents on file in the office of said Secretary of State; (o) Lien searches against each Credit Party the Company in all appropriate state filing offices and in the United States Patent and Trademark Office and the United States Copyright Office; (pl) if necessary, UCC-3 Termination Statements and other appropriate lien discharge documentation terminating all liens except those consisting of Permitted Encumbrances. (qm) Landlord Waiver as to the real property leased by the Company located at 000 Xxxxx Xxxxx, Marlborough, Massachusetts duly executed by the lessor of such property; (n) an insurance binder demonstrating compliance with Section 5.3; (o) a certificate signed by an Authorized Officera principal officer of the Company, certifying that there has been no material adverse change in the condition (financial or otherwise), operations, properties, assets, liabilities or earnings of the Credit Parties Company since the date of its most recent financial statement; (p) the Facility Fee; (q) an opinion addressed to it from Battle Xxxxxx, counsel to the Company, in form and substance satisfactory to the Bank and its counsel; (r) an opinion addressed to it from Xxxx and Xxxx LLP, counsel to the Credit PartiesSepracor, in form and substance satisfactory to the Bank and its counsel; and (s) such other documents, and completion of such other matters, as counsel for the Bank may deem reasonably necessary or appropriate. Notwithstanding the foregoing, the obligations of the Bank to make Revolving Loans or Biosphere Loans or issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived) at or prior to 12:00 p.m. on January 7, 2000 (and in the event such conditions are not so satisfied or waived, the Revolving Commitment Amount (and the Biosphere Sublimit) shall terminate).