TO THE
ADMINISTRATIVE AGENT) THAT THE CIRCUMSTANCES SPECIFIED IN ANY OF SECTIONS 3.02
THROUGH 3.04
THAT GAVE RISE TO THE CONVERSION OF SUCH LENDER'S EUROCURRENCY
RATE LOANS PURSUANT TO THIS SECTION 3.07 NO LONGER EXIST (WHICH SUCH LENDER
AGREES TO DO PROMPTLY UPON SUCH CIRCUMSTANCES CEASING TO EXIST) AT A TIME WHEN
EUROCURRENCY RATE LOANS MADE BY OTHER LENDERS ARE OUTSTANDING, SUCH LENDER'S
BASE RATE LOANS SHALL BE AUTOMATICALLY CONVERTED, ON THE FIRST DAY(S) OF THE
NEXT SUCCEEDING INTEREST PERIOD(S) FOR SUCH OUTSTANDING EUROCURRENCY RATE LOANS,
TO THE EXTENT NECESSARY SO THAT, AFTER GIVING EFFECT THERETO, ALL LOANS HELD BY
THE LENDERS HOLDING EUROCURRENCY RATE LOANS AND BY SUCH LENDER ARE HELD PRO RATA
(AS TO PRINCIPAL AMOUNTS, INTEREST RATE BASIS, AND INTEREST PERIODS) IN
ACCORDANCE WITH THEIR RESPECTIVE COMMITMENTS.
(E)
EACH LENDER AGREES THAT IF ANY BORROWER IS REQUIRED TO PAY
AN ADDITIONAL AMOUNT TO THE LENDER OR TO ANY GOVERNMENTAL AUTHORITY FOR THE
ACCOUNT OF THE LENDER PURSUANT TO SECTION 3.01, IT WILL, IF REQUESTED BY THE
COMPANY, USE COMMERCIALLY REASONABLE EFFORTS (SUBJECT TO SUCH LENDER'S INTERNAL
POLICIES AND ANY LEGAL OR REGULATORY RESTRICTIONS) TO REDUCE OR ELIMINATE SUCH
PAYMENT, INCLUDING TO DESIGNATE ANOTHER LENDING OFFICE FOR ANY LOAN OR LETTER OF
CREDIT AFFECTED AND (II) IF ANY LENDER (A) REQUESTS COMPENSATION UNDER SECTION
3.04, OR (B) NOTIFIES ANY BORROWER THAT IT HAS DETERMINED THAT IT IS UNLAWFUL
FOR ITS APPLICABLE LENDING OFFICE TO MAKE, MAINTAIN OR FUND EUROCURRENCY RATE
LOANS, OR TO DETERMINE OR CHARGE INTEREST RATES BASED UPON THE EUROCURRENCY
RATE, THEN SUCH LENDER WILL, IF REQUESTED BY THE BORROWER, USE COMMERCIALLY
REASONABLE EFFORTS TO DESIGNATE ANOTHER LENDING OFFICE FOR ANY LOAN OR LETTER OF
CREDIT AFFECTED BY SUCH EVENT; PROVIDED THAT IN EACH CASE, SUCH EFFORTS ARE MADE
ON TERMS THAT, IN THE REASONABLE JUDGMENT OF SUCH LENDER, CAUSE SUCH LENDER AND
ITS LENDING OFFICE(S) TO SUFFER NO MATERIAL ECONOMIC, LEGAL OR REGULATORY
DISADVANTAGE, AND PROVIDED FURTHER THAT NOTHING IN THIS SECTION 3.07(E) SHALL
AFFECT OR POSTPONE ANY OF THE OBLIGATIONS OF ANY BORROWER OR THE RIGHTS OF SUCH
LENDER PURSUANT TO SECTION 3.01, 3.02
OR 3.04.
3.08.
SURVIVAL
.
All of the Borrowers' obligations under this Article III shall survive
termination of the Aggregate Commitments, repayment of all other Obligations
hereunder, and resignation of the Administrative Agent.
ARTICLE IV.
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
4.01.
CONDITIONS OF EFFECTIVENESS
.
The effectiveness of the amendment and restatement of the Existing Credit
Agreement is subject to satisfaction of the following conditions precedent:
(A)
THE ADMINISTRATIVE AGENT'S RECEIPT OF THE FOLLOWING, EACH OF
WHICH SHALL BE ORIGINALS OR TELECOPIES (FOLLOWED PROMPTLY BY ORIGINALS) UNLESS
OTHERWISE SPECIFIED, EACH PROPERLY EXECUTED BY A RESPONSIBLE OFFICER OF THE
SIGNING LOAN PARTY, EACH DATED THE CLOSING DATE (OR, IN THE CASE OF CERTIFICATES
OF GOVERNMENTAL OFFICIALS, A RECENT DATE BEFORE THE CLOSING DATE) AND EACH IN
FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT:
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(I)
EXECUTED COUNTERPARTS OF THIS AGREEMENT AND THE GUARANTIES,
SUFFICIENT IN NUMBER