CASE MAY BE, IN THE FUTURE, OR
ELIMINATE THE NEED FOR THE NOTICE PURSUANT TO SECTION 3.02, AS APPLICABLE, AND
(II) IN EACH CASE, WOULD NOT SUBJECT SUCH LENDER TO ANY UNREIMBURSED COST OR
EXPENSE AND WOULD NOT OTHERWISE BE DISADVANTAGEOUS TO SUCH LENDER.
(B)
REPLACEMENT OF LENDERS.
IF ANY LENDER
REQUESTS COMPENSATION UNDER SECTION 3.04, OR IF THE BORROWERS ARE REQUIRED TO
PAY ANY ADDITIONAL AMOUNT TO ANY LENDER OR ANY GOVERNMENTAL AUTHORITY FOR THE
ACCOUNT OF ANY LENDER PURSUANT TO SECTION 3.01, THE BORROWERS MAY REPLACE SUCH
LENDER IN ACCORDANCE WITH SECTION 10.13.
3.07
Survival.
All of the
Borrowers' obligations under this Article III shall survive termination of the
Aggregate Commitments and repayment of all other Obligations hereunder.
3.08
DESIGNATION OF LEAD BORROWER
AS BORROWERS' AGENT.
(A)
EACH BORROWER HEREBY IRREVOCABLY DESIGNATES
AND APPOINTS THE LEAD
BORROWER AS SUCH BORROWER'S AGENT TO OBTAIN CREDIT
EXTENSIONS, THE PROCEEDS OF WHICH SHALL BE AVAILABLE TO EACH BORROWER FOR SUCH
USES AS ARE PERMITTED UNDER THIS AGREEMENT.
AS THE DISCLOSED PRINCIPAL FOR ITS
AGENT, EACH BORROWER SHALL BE OBLIGATED TO EACH CREDIT PARTY ON ACCOUNT OF
CREDIT EXTENSIONS SO MADE AS IF MADE DIRECTLY BY THE APPLICABLE CREDIT PARTY TO
SUCH BORROWER, NOTWITHSTANDING THE MANNER BY WHICH SUCH CREDIT EXTENSIONS ARE
RECORDED ON THE BOOKS AND RECORDS OF THE LEAD BORROWER AND OF ANY OTHER
BORROWER.
IN ADDITION, EACH LOAN PARTY OTHER THAN THE BORROWERS HEREBY
IRREVOCABLY DESIGNATES AND APPOINTS THE LEAD
BORROWER AS SUCH LOAN PARTY'S
AGENT TO REPRESENT SUCH LOAN PARTY IN ALL RESPECTS UNDER THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS.
(B)
EACH BORROWER RECOGNIZES THAT CREDIT
AVAILABLE TO IT HEREUNDER IS IN EXCESS OF AND ON BETTER TERMS THAN IT OTHERWISE
COULD OBTAIN ON AND FOR ITS OWN ACCOUNT AND THAT ONE OF THE REASONS THEREFOR IS
ITS JOINING IN THE CREDIT FACILITY CONTEMPLATED HEREIN WITH ALL OTHER
BORROWERS.
CONSEQUENTLY, EACH BORROWER HEREBY ASSUMES AND AGREES TO DISCHARGE
ALL OBLIGATIONS OF EACH OF THE OTHER BORROWERS.
(C)
THE LEAD
BORROWER SHALL ACT AS A CONDUIT
FOR EACH BORROWER (INCLUDING ITSELF, AS A "BORROWER") ON WHOSE BEHALF THE LEAD
BORROWER HAS REQUESTED A CREDIT EXTENSION.
NEITHER THE ADMINISTRATIVE AGENT NOR
ANY OTHER CREDIT PARTY SHALL HAVE ANY OBLIGATION TO SEE TO THE APPLICATION OF
SUCH PROCEEDS THEREFROM.
ARTICLE IV
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
4.01
Conditions of Initial Credit
Extension.
The obligation of the L/C Issuer and each Lender to make its initial
Credit Extension hereunder 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 SATISFACTORY TO THE ADMINISTRATIVE AGENT:
(I)
EXECUTED COUNTERPARTS OF THIS AGREEMENT SUFFICIENT
IN NUMBER FOR DISTRIBUTION TO THE ADMINISTRATIVE AGENT,