CREDIT PARTIES, THIS AGREEMENT OR THE TRANSACTIONS, ALL IN FORM
AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT AND ITS COUNSEL.
(D)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A CERTIFICATE,
DATED THE EFFECTIVE DATE AND SIGNED BY THE PRESIDENT, A VICE PRESIDENT OR A
FINANCIAL OFFICER OF THE BORROWER, CONFIRMING THAT THE CREDIT PARTIES HAVE (I)
COMPLIED WITH THE CONDITIONS SET FORTH IN PARAGRAPHS (A) AND (B) OF SECTION
5.02, (II) COMPLIED WITH THE COVENANTS SET FORTH IN SECTION 6.05 (AND
DEMONSTRATING SUCH COMPLIANCE BY THE ATTACHMENT OF AN INSURANCE SUMMARY AND
INSURANCE CERTIFICATES EVIDENCING THE COVERAGE DESCRIBED IN SUCH SUMMARY) AND
(III) AND COMPLIED WITH THE REQUIREMENTS OF SECTION 6.09 AND SECTION 6.10.
(E)
THE ADMINISTRATIVE AGENT, THE LENDERS AND THE JOINT LEAD
ARRANGERS SHALL HAVE RECEIVED ALL FEES AND OTHER AMOUNTS DUE AND PAYABLE ON OR
PRIOR TO THE EFFECTIVE DATE, AND, TO THE EXTENT INVOICED, REIMBURSEMENT OR
PAYMENT OF ALL OUT‐OF‐POCKET EXPENSES REQUIRED TO BE REIMBURSED OR PAID BY THE
BORROWER HEREUNDER, INCLUDING ALL FEES, EXPENSES AND DISBURSEMENTS OF COUNSEL
FOR THE ADMINISTRATIVE AGENT TO THE EXTENT INVOICED ON OR PRIOR TO THE EFFECTIVE
DATE, TOGETHER WITH SUCH ADDITIONAL AMOUNTS AS SHALL CONSTITUTE SUCH COUNSEL'S
REASONABLE ESTIMATE OF EXPENSES AND DISBURSEMENTS TO BE INCURRED BY SUCH COUNSEL
IN CONNECTION WITH THE RECORDING AND FILING OF MORTGAGES AND FINANCING
STATEMENTS; PROVIDED, THAT, SUCH ESTIMATE SHALL NOT THEREAFTER PRECLUDE FURTHER
SETTLING OF ACCOUNTS BETWEEN THE BORROWER AND THE ADMINISTRATIVE AGENT.
(F)
AT LEAST THREE (3) DAYS PRIOR TO THE EFFECTIVE DATE, THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A BORROWING REQUEST ACCEPTABLE TO THE
ADMINISTRATIVE AGENT SETTING FORTH THE LOANS REQUESTED BY THE BORROWER ON THE
EFFECTIVE DATE, THE TYPE AND AMOUNT OF EACH LOAN AND THE ACCOUNTS TO WHICH SUCH
LOANS ARE TO BE FUNDED.
(G)
IF THE INITIAL BORROWING INCLUDES THE ISSUANCE OF A LETTER OF
CREDIT, THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A WRITTEN REQUEST IN
ACCORDANCE WITH SECTION 2.06 OF THIS AGREEMENT.
THE ADMINISTRATIVE AGENT SHALL NOTIFY THE BORROWER AND THE LENDERS OF THE
EFFECTIVE DATE, AND SUCH NOTICE SHALL BE CONCLUSIVE AND BINDING.
NOTWITHSTANDING THE FOREGOING, THE OBLIGATIONS OF THE LENDERS TO MAKE LOANS AND
OF THE ISSUING BANK TO ISSUE LETTERS OF CREDIT HEREUNDER SHALL NOT BECOME
EFFECTIVE UNLESS EACH OF THE FOREGOING CONDITIONS IS SATISFIED (OR WAIVED
PURSUANT TO SECTION 11.02) AT OR PRIOR TO 3:00 P.M., CHICAGO, ILLINOIS TIME, ON
NOVEMBER 4, 2005 (AND, IN THE EVENT SUCH CONDITIONS ARE NOT SO SATISFIED OR
WAIVED, THE AGGREGATE REVOLVING COMMITMENT SHALL TERMINATE AT SUCH TIME).
SECTION 5.02.
EACH CREDIT EVENT.
THE OBLIGATION OF EACH LENDER TO MAKE A
LOAN ON THE OCCASION OF ANY BORROWING, AND OF THE ISSUING BANK TO ISSUE, AMEND,
RENEW OR EXTEND ANY LETTER OF CREDIT, IS SUBJECT TO THE SATISFACTION OF THE
FOLLOWING CONDITIONS:
(A)
THE REPRESENTATIONS AND WARRANTIES OF EACH CREDIT PARTY SET
FORTH IN THIS AGREEMENT SHALL BE TRUE AND CORRECT ON AND AS OF THE DATE OF SUCH
BORROWING OR THE DATE OF ISSUANCE, AMENDMENT, RENEWAL