THEREON, ACCRUED FEES AND
ALL OTHER AMOUNTS PAYABLE TO IT HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS
(INCLUDING, IF APPLICABLE, ANY AMOUNTS UNDER SECTION 2.33(C)) FROM THE ASSIGNEE
(TO THE EXTENT OF SUCH OUTSTANDING PRINCIPAL AND ACCRUED INTEREST AND FEES) OR
BORROWER (IN THE CASE OF ALL OTHER AMOUNTS),
(III)
IN THE CASE OF ANY SUCH ASSIGNMENT RESULTING FROM A CLAIM FOR
COMPENSATION UNDER SECTION 2.34 OR 2.35 OR PAYMENTS REQUIRED TO BE MADE PURSUANT
TO SECTION 2.36, 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 Borrower to require such assignment and delegation cease
to apply.
ARTICLE THREE
CONDITIONS PRECEDENT
Section 3.01
Closing Date.
The obligation of any Lender to make a Credit Extension on the Closing Date is
subject to the satisfaction, or waiver in accordance with Section 10.04, of the
following conditions on or before the Closing Date:
42
(A)
LOAN DOCUMENTS. ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
SUFFICIENT COPIES OF EACH LOAN DOCUMENT ORIGINALLY EXECUTED AND DELIVERED BY
EACH APPLICABLE LOAN PARTY FOR EACH LENDER.
(B)
ORGANIZATIONAL DOCUMENTS; INCUMBENCY. ADMINISTRATIVE AGENT SHALL
HAVE RECEIVED (I) COPIES OF EACH ORGANIZATIONAL DOCUMENT EXECUTED AND DELIVERED
BY EACH LOAN PARTY, AS APPLICABLE, AND, TO THE EXTENT APPLICABLE, CERTIFIED AS
OF A RECENT DATE BY THE APPROPRIATE GOVERNMENTAL OFFICIAL, EACH DATED THE
CLOSING DATE OR A RECENT DATE PRIOR THERETO; (II) SIGNATURE AND INCUMBENCY
CERTIFICATES OF THE OFFICERS OF SUCH PERSON EXECUTING THE LOAN DOCUMENTS TO
WHICH IT IS A PARTY; (III) RESOLUTIONS OF THE BOARD OF DIRECTORS OF EACH LOAN
PARTY APPROVING AND AUTHORIZING THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE RELATED AGREEMENTS TO WHICH IT IS
A PARTY OR BY WHICH IT OR ITS ASSETS MAY BE BOUND AS OF THE CLOSING DATE,
CERTIFIED AS OF THE CLOSING DATE BY ITS SECRETARY OR AN ASSISTANT SECRETARY AS
BEING IN FULL FORCE AND EFFECT WITHOUT MODIFICATION OR AMENDMENT; (IV) A GOOD
STANDING CERTIFICATE FROM THE APPLICABLE GOVERNMENTAL AUTHORITY OF EACH LOAN
PARTY'S JURISDICTION OF INCORPORATION, ORGANIZATION OR FORMATION AND IN EACH
JURISDICTION IN WHICH IT IS QUALIFIED AS A FOREIGN CORPORATION OR OTHER ENTITY
TO DO BUSINESS, EACH DATED A RECENT DATE PRIOR TO THE CLOSING DATE; AND (V) SUCH
OTHER DOCUMENTS AS ADMINISTRATIVE AGENT MAY REASONABLY REQUEST.
(C)
ORGANIZATIONAL AND CAPITAL STRUCTURE. THE ORGANIZATIONAL STRUCTURE
AND CAPITAL STRUCTURE OF BORROWER AND ITS SUBSIDIARIES, BOTH BEFORE AND AFTER
GIVING EFFECT TO THE TRANSACTIONS, SHALL BE AS SET FORTH ON SCHEDULE 4.02. THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED REASONABLY SATISFACTORY EVIDENCE THAT
ALL OWNERSHIP INTERESTS IN BORROWER'S SUBSIDIARIES (INCLUDING CHEM RX) SHALL BE
OWNED BY BORROWER OR ITS SUBSIDIARIES IN EACH CASE FREE AND CLEAR OF ANY LIEN,
CHARGE, OR ENCUMBRANCE NOT PERMITTED HEREUNDER.
(D)
CONSUMMATION OF TRANSACTIONS