LOANS OR TO CONTINUE, OR TO CONVERT CD RATE LOANS INTO, LIBOR RATE LOANS SHALL
BE SUSPENDED PURSUANT TO SECTION 4.8 BUT THE OBLIGATION OF THE REQUIRED LENDERS
SHALL NOT HAVE BEEN SUSPENDED UNDER SUCH SECTION OR (IV) IF ANY LENDER DEFAULTS
IN ITS OBLIGATION TO FUND LOANS HEREUNDER, THEN THE BORROWERS MAY, AT THEIR SOLE
EXPENSE AND EFFORT, UPON NOTICE TO SUCH LENDER AND THE ADMINISTRATIVE AGENT,
REQUIRE SUCH LENDER TO ASSIGN AND DELEGATE, WITHOUT RECOURSE (IN ACCORDANCE WITH
AND SUBJECT TO THE RESTRICTIONS CONTAINED IN, AND CONSENTS REQUIRED BY,
SECTION 13.10), ALL OF ITS INTERESTS, RIGHTS AND OBLIGATIONS UNDER THIS
AGREEMENT AND THE RELATED LOAN DOCUMENTS TO AN ASSIGNEE THAT SHALL ASSUME SUCH
OBLIGATIONS (WHICH ASSIGNEE MAY BE ANOTHER LENDER, IF A LENDER ACCEPTS SUCH
ASSIGNMENT); PROVIDED THAT
(I)
THE BORROWERS SHALL HAVE PAID TO THE ADMINISTRATIVE AGENT THE
ASSIGNMENT FEE SPECIFIED IN SECTION 13.10,
(II)
SUCH LENDER SHALL HAVE RECEIVED PAYMENT OF AN AMOUNT EQUAL TO THE
OUTSTANDING PRINCIPAL OF ITS LOANS, ACCRUED INTEREST THEREON, ACCRUED FEES AND
ALL OTHER AMOUNTS PAYABLE TO IT HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS
(INCLUDING ANY AMOUNTS UNDER SECTION 4.9) FROM THE ASSIGNEE (TO THE EXTENT OF
SUCH OUTSTANDING PRINCIPAL AND ACCRUED INTEREST AND FEES) OR THE BORROWERS (IN
THE CASE OF ALL OTHER AMOUNTS),
(III)
IN THE CASE OF ANY SUCH ASSIGNMENT RESULTING FROM A CLAIM FOR
COMPENSATION UNDER SECTION 4.10 OR PAYMENTS REQUIRED TO BE MADE PURSUANT TO
SECTION 4.11, SUCH ASSIGNMENT WILL RESULT IN A REDUCTION IN SUCH COMPENSATION OR
PAYMENTS THEREAFTER, AND
(IV)
SUCH ASSIGNMENT DOES NOT CONFLICT WITH APPLICABLE LAW.
A Lender shall not be required to make any such assignment or delegation if,
prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Borrowers to require such assignment and delegation
cease to apply.
34
ARTICLE V
CLOSING; CONDITIONS OF CLOSING AND BORROWING
SECTION 5.1
Closing.
The closing shall take place at the offices of
Winston & Strawn LLP at 10:00 a.m. on January 31, 2008, or on such other place,
date and time as the parties hereto shall mutually agree.
SECTION 5.2
Conditions to Closing and Initial Extensions of Credit.
The
obligation of the Lenders to close this Agreement and to make the initial
Extensions of Credit is subject to the satisfaction of each of the following
conditions:
(A)
EXECUTED LOAN DOCUMENTS.
THIS AGREEMENT, A REVOLVING CREDIT NOTE
IN FAVOR OF EACH LENDER REQUESTING A REVOLVING CREDIT NOTE AND A SWINGLINE NOTE
IN FAVOR OF THE SWINGLINE LENDER (IF REQUESTED THEREBY), TOGETHER WITH ANY OTHER
APPLICABLE LOAN DOCUMENTS, SHALL HAVE BEEN DULY AUTHORIZED, EXECUTED AND
DELIVERED TO THE ADMINISTRATIVE AGENT BY THE PARTIES THERETO, SHALL BE IN FULL
FORCE AND EFFECT AND NO DEFAULT OR EVENT OF DEFAULT SHALL EXIST HEREUNDER OR
THEREUNDER.
(B)
CLOSING CERTIFICATES; ETC.
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED EACH OF THE FOLLOWING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
THE ADMINISTRATIVE AGENT:
(I)
OFFICER'S CERTIFICATE OF THE BORROWERS.
A CERTIFICATE FROM