elapsed (including the first
day but excluding the last day).
SECTION 2.14.
Use of Proceeds. The Borrower shall use the proceeds
of the Loans to fund a portion of the costs of the Acquisition, and pay related
costs and expenses incurred in connection with the Acquisition and the financing
thereof.
ARTICLE III
CONDITIONS
SECTION 3.1.
Closing. The Closing Date shall occur on the date
when each of the following conditions is satisfied (or waived in writing by the
Administrative Agent and the Banks), each document to be dated the Closing Date
unless otherwise indicated:
(A)
THE BORROWER AS OF THE CLOSING DATE SHALL HAVE EXECUTED AND
DELIVERED TO THE ADMINISTRATIVE AGENT A NOTE FOR THE ACCOUNT OF EACH BANK
REQUESTING THE SAME DATED THE CLOSING DATE AND COMPLYING WITH THE PROVISIONS OF
SECTION 2.4;
(B)
THE BORROWER AND THE ADMINISTRATIVE AGENT AND EACH OF THE BANKS
SHALL HAVE EXECUTED AND DELIVERED TO THE BORROWER AND THE ADMINISTRATIVE AGENT A
DULY EXECUTED ORIGINAL OF THIS AGREEMENT;
(C)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED OPINIONS OF (I)
CLIFFORD CHANCE US LLP, SPECIAL COUNSEL FOR THE BORROWER, AND (II) GEOFFREY
DUGAN, ESQ., IN-HOUSE
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COUNSEL FOR THE BORROWER, EACH ACCEPTABLE TO THE ADMINISTRATIVE AGENT, THE BANKS
AND THEIR COUNSEL;
(D)
THE ACQUISITION SHALL HAVE BEEN CONSUMMATED IN ACCORDANCE WITH THE
ASSET PURCHASE AGREEMENT WITHOUT ANY AMENDMENT OR WAIVER ADVERSE TO THE BANKS IN
A MATERIAL RESPECT;
(E)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED ALL DOCUMENTS THE
ADMINISTRATIVE AGENT MAY REASONABLY REQUEST RELATING TO THE EXISTENCE OF THE
BORROWER AS OF THE CLOSING DATE, THE AUTHORITY FOR AND THE VALIDITY OF THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS, THE INCUMBENCY OF OFFICERS EXECUTING
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY OTHER MATTERS RELEVANT
HERETO, ALL IN FORM AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT.
SUCH DOCUMENTATION SHALL INCLUDE, WITHOUT LIMITATION, THE ARTICLES OF
INCORPORATION OF BORROWER, AS AMENDED, MODIFIED OR SUPPLEMENTED TO THE CLOSING
DATE, CERTIFIED TO BE TRUE, CORRECT AND COMPLETE BY A SENIOR OFFICER OF BORROWER
AS OF A DATE NOT MORE THAN TEN (10) DAYS PRIOR TO THE CLOSING DATE, TOGETHER
WITH A GOOD STANDING CERTIFICATE AS TO BORROWER FROM THE SECRETARY OF STATE (OR
THE EQUIVALENT THEREOF) OF MARYLAND, TO BE DATED NOT MORE THAN THIRTY (30) DAYS
PRIOR TO THE CLOSING DATE;
(F)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED ALL CERTIFICATES,
AGREEMENTS AND OTHER DOCUMENTS AND PAPERS REFERRED TO IN THIS SECTION 3.1 AND
THE NOTICE OF BORROWING REFERRED TO IN SECTION 2.2, IF APPLICABLE, UNLESS
OTHERWISE SPECIFIED, IN SUFFICIENT COUNTERPARTS, SATISFACTORY IN FORM AND
SUBSTANCE TO THE ADMINISTRATIVE AGENT IN ITS REASONABLE DISCRETION;
(G)
THE BORROWER SHALL HAVE TAKEN ALL ACTIONS REQUIRED TO AUTHORIZE
THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND
THE PERFORMANCE THEREOF BY THE BORROWER;
(H)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED, FOR ITS AND ANY
OTHER BANK'S ACCOUNT, ALL FEES DUE AND PAYABLE PURSUANT TO SECTION 2.7 HEREOF ON
OR BEFORE THE CLOSING DATE, AND THE