EACH OF THE FOREGOING SHALL BE IN FULL FORCE AND EFFECT AND IN
FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE 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 LOAN 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.
(K)
THERE SHALL NOT EXIST ANY ACTION, SUIT,
INVESTIGATION, LITIGATION OR PROCEEDING OR OTHER LEGAL OR REGULATORY
DEVELOPMENTS, PENDING OR THREATENED IN ANY COURT OR BEFORE ANY ARBITRATOR OR
GOVERNMENTAL AUTHORITY THAT, IN THE REASONABLE OPINION OF ADMINISTRATIVE AGENT,
SINGLY OR IN THE AGGREGATE, MATERIALLY IMPAIRS THE TRANSACTIONS, THE FINANCING
THEREOF OR ANY OF THE OTHER TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS OR
THAT COULD HAVE A MATERIAL ADVERSE EFFECT.
(L)
ALL PARTNERSHIP, CORPORATE AND OTHER
PROCEEDINGS TAKEN OR TO BE TAKEN IN CONNECTION WITH THE TRANSACTIONS AND ALL
DOCUMENTS INCIDENTAL THERETO SHALL BE REASONABLY SATISFACTORY IN FORM AND
SUBSTANCE TO ADMINISTRATIVE AGENT AND ITS COUNSEL, AND ADMINISTRATIVE AGENT AND
SUCH COUNSEL SHALL HAVE RECEIVED ALL SUCH COUNTERPART ORIGINALS OR CERTIFIED
COPIES OF SUCH DOCUMENTS AS ADMINISTRATIVE AGENT MAY REASONABLY REQUEST.
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(M)
THE ADMINISTRATIVE AGENT AND THE LENDERS SHALL
HAVE RECEIVED THE UNAUDITED FINANCIAL STATEMENTS DESCRIBED IN SECTION 4.04(A).
(N)
THE BORROWER SHALL HAVE DELIVERED TO THE
ADMINISTRATIVE AGENT A DESCRIPTION OF THE SOURCES AND USES OF FUNDING FOR THE
TRANSACTIONS THAT IS CONSISTENT WITH THE TERMS OF THE LOAN DOCUMENTS AND
OTHERWISE SATISFACTORY TO THE ADMINISTRATIVE AGENT AND THE ARRANGER AND THE
CAPITALIZATION, STRUCTURE AND EQUITY OWNERSHIP OF THE BORROWER AFTER THE
TRANSACTIONS SHALL BE SATISFACTORY TO THE LENDERS IN ALL RESPECTS.
(O)
THE REVOLVING AGENT, THE CREDIT PARTIES AND
THE LENDERS PARTY TO THE REVOLVING FACILITY (OR AT LEAST THE REQUIRED PERCENTAGE
THEREOF) SHALL HAVE EXECUTED AND DELIVERED THE SECOND AMENDMENT TO THE REVOLVING
FACILITY AND A DULY EXECUTED COPY THEREOF SHALL HAVE BEEN DELIVERED TO THE
ADMINISTRATIVE AGENT.
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 the
Initial Loans 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. on July 31, 2008.
SECTION 5.02.
EACH CREDIT EVENT.
THE OBLIGATION OF
EACH LENDER TO MAKE A LOAN ON THE OCCASION OF ANY BORROWING IS SUBJECT TO THE
SATISFACTION OF THE FOLLOWING CONDITIONS:
(A)
THE REPRESENTATIONS AND WARRANTIES OF EACH
CREDIT PARTY SET FORTH IN THE LOAN DOCUMENTS SHALL BE TRUE AND CORRECT IN ALL
MATERIAL RESPECTS ON AND AS OF THE DATE OF SUCH BORROWING, EXCEPT TO THE EXTENT