Additional Loan Closing Date. The obligations of the Lenders with Additional Loan Commitments to make Additional Loans are subject to the satisfaction of each of the following conditions (the date on which such conditions are satisfied, the "Additional Loan Closing Date"): (i) The Administrative Agent shall have received a notice of the borrowing of the Additional Loans that satisfies the requirements of Section 2.03 of the Credit Agreement. (ii) The representations and warranties set forth in Article III of the Credit
... Agreement shall be true and correct in all material respects on and as of the date of such borrowing with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties were true and correct in all material respects as of such earlier date). (iii) The Borrower shall be in compliance with all the terms and provisions set forth herein and in the Credit Agreement on its part to be observed or performed at or prior to the time of such borrowing, and at the time of and immediately after such borrowing, no Event of Default or Default shall have occurred and be continuing. (iv) The Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of Jackson Walker L.L.P., counsel for the Borrower, (A) dated the Additional Loan Closing Date, (B) addressed to the Administrative Agent and the Lenders and (C) covering such other matters relating to this Amendment and the transactions contemplated hereby as the Administrative Agent shall reasonably request, and otherwise in form and substance reasonably satisfactory to the Administrative Agent, and the Borrower hereby requests such counsel to deliver such opinion. 3 (v) All legal matters incident to this Amendment and to the borrowing of the Additional Loans shall be satisfactory to the Lenders and to the Administrative Agent. (vi) The Administrative Agent shall have received (A) a certificate, dated the Additional Loan Closing Date and signed by the Secretary or Assistant Secretary of the Borrower, certifying that (1) except as set forth on any schedule attached thereto, the certificate or articles of incorporation of the Borrower previously delivered pursuant to the Credit Agreement on September 7, 2007 (the "Prior Closing Date") have not been amended since the date of such delivery, (2) except as set forth on any schedule attached thereto, the by-laws of the Borrower as in effect and delivered on the Prior Closing Date have not been amended since the date of such delivery, (3) attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment and the borrowing of the Additional Loans, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (4) attached thereto is a certificate as to the good standing of the Borrower as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and (5) as to the incumbency and specimen signature of each officer executing this Amendment or any other document delivered in connection herewith on behalf of the Borrower; (B) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (A) above; and (C) such other documents as the Lenders or the Administrative Agent may reasonably request. (vii) The Administrative Agent shall have received a certificate dated the Additional Loan Closing Date and signed by a Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraphs (ii) and (iii) of this Section 6(b). (viii) The Administrative Agent shall have received a certificate dated the Closing Date and signed by the chief financial officer of the Borrower, certifying that the Borrower, after giving effect to the transactions contemplated hereunder, is solvent. (ix) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Additional Loan Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under the Credit Agreement and the fees, charges and disbursements of Kramer Levin Naftalis & Frankel LLP, counsel for the Lenders, in connection with this Amendment.
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