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.
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 DECEMBER 18, 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,
35
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 A RESPONSIBLE OFFICER OF THE COMPANY, ON BEHALF OF THE
BORROWERS, TO THE EFFECT THAT ALL REPRESENTATIONS AND WARRANTIES OF THE
BORROWERS CONTAINED IN THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE TRUE,
CORRECT AND COMPLETE; THAT NONE OF THE CREDIT PARTIES IS IN VIOLATION OF ANY OF
THE COVENANTS CONTAINED IN THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; THAT,
AFTER GIVING EFFECT TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, NO
DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING; AND THAT EACH OF THE
CREDIT PARTIES, AS APPLICABLE, HAS SATISFIED EACH OF THE CONDITIONS SET FORTH IN
SECTION 5.2 AND SECTION 5.3.
(II)
CERTIFICATE OF SECRETARY OF EACH CREDIT
PARTY.
A CERTIFICATE OF A RESPONSIBLE OFFICER OF EACH CREDIT PARTY CERTIFYING
AS TO THE INCUMBENCY AND GENUINENESS OF THE SIGNATURE OF EACH OFFICER OF SUCH
CREDIT PARTY EXECUTING LOAN DOCUMENTS TO WHICH IT IS A PARTY AND CERTIFYING THAT
ATTACHED THERETO IS A TRUE, CORRECT AND COMPLETE COPY OF (A) THE ARTICLES OR
CERTIFICATE OF INCORPORATION OR FORMATION OF SUCH CREDIT PARTY AND ALL
AMENDMENTS THERETO, CERTIFIED AS OF A RECENT DATE BY THE APPROPRIATE
GOVERNMENTAL AUTHORITY IN ITS JURISDICTION OF INCORPORATION OR FORMATION,
(B) THE BYLAWS OR OTHER GOVERNING DOCUMENT OF SUCH CREDIT PARTY AS IN EFFECT ON
THE CLOSING DATE, (C) RESOLUTIONS DULY ADOPTED BY THE BOARD OF DIRECTORS OR
OTHER GOVERNING BODY OF SUCH CREDIT