SUCH EURODOLLAR LOANS AND (B) ALL
AFFECTED LOANS WHICH WOULD OTHERWISE BE MADE BY SUCH LENDER SHALL BE MADE
INSTEAD AS ABR LOANS (AND, IF SUCH LENDER SO REQUESTS BY NOTICE TO THE BORROWER
AND THE ADMINISTRATIVE AGENT, ALL AFFECTED LOANS OF SUCH LENDER THEN OUTSTANDING
SHALL BE AUTOMATICALLY CONVERTED INTO ABR LOANS ON THE DATE SPECIFIED BY SUCH
LENDER IN SUCH NOTICE) AND, TO THE EXTENT THAT AFFECTED LOANS ARE SO MADE AS (OR
CONVERTED INTO) ABR LOANS, ALL PAYMENTS OF PRINCIPAL WHICH WOULD OTHERWISE BE
APPLIED TO SUCH LENDER'S AFFECTED LOANS SHALL BE APPLIED INSTEAD TO ITS ABR
LOANS.
ARTICLE VI
CONDITIONS PRECEDENT
SECTION 6.01
EFFECTIVE DATE.
THE OBLIGATIONS OF
THE LENDERS TO MAKE LOANS AND OF THE ISSUING BANK TO ISSUE LETTERS OF CREDIT
HEREUNDER SHALL NOT BECOME EFFECTIVE UNTIL THE DATE ON WHICH EACH OF THE
FOLLOWING CONDITIONS IS SATISFIED (OR WAIVED IN ACCORDANCE WITH SECTION 12.02):
(A)
THE ADMINISTRATIVE AGENT AND THE LENDERS
SHALL HAVE RECEIVED ALL COMMITMENT, FACILITY AND AGENCY FEES AND ALL OTHER FEES
AND AMOUNTS DUE AND PAYABLE ON OR PRIOR TO THE EFFECTIVE DATE, INCLUDING, TO THE
EXTENT INVOICED, REIMBURSEMENT OR PAYMENT OF ALL OUT-OF-POCKET EXPENSES REQUIRED
TO BE REIMBURSED OR PAID BY THE BORROWER HEREUNDER (INCLUDING, WITHOUT
LIMITATION, THE REASONABLE AND DOCUMENTED FEES AND EXPENSES OF VINSON & ELKINS
L.L.P., COUNSEL TO THE ADMINISTRATIVE AGENT).
(B)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
A CERTIFICATE OF THE SECRETARY OR AN ASSISTANT SECRETARY OF THE BORROWER AND
EACH GUARANTOR SETTING FORTH (I) RESOLUTIONS OF ITS BOARD OF DIRECTORS WITH
RESPECT TO THE AUTHORIZATION OF THE BORROWER OR SUCH GUARANTOR TO EXECUTE AND
DELIVER THE LOAN DOCUMENTS TO WHICH IT IS A PARTY AND TO ENTER INTO THE
TRANSACTIONS CONTEMPLATED IN THOSE DOCUMENTS, (II) THE OFFICERS OF THE BORROWER
OR SUCH GUARANTOR (Y) WHO ARE AUTHORIZED TO SIGN THE LOAN DOCUMENTS TO WHICH THE
BORROWER OR SUCH GUARANTOR IS A PARTY AND (Z) WHO WILL, UNTIL REPLACED BY
ANOTHER OFFICER OR OFFICERS DULY AUTHORIZED FOR THAT PURPOSE, ACT AS ITS
REPRESENTATIVE FOR THE PURPOSES OF SIGNING DOCUMENTS AND GIVING NOTICES AND
OTHER COMMUNICATIONS IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY, (III) SPECIMEN SIGNATURES OF SUCH AUTHORIZED OFFICERS, AND
(IV) THE ARTICLES OR CERTIFICATE OF INCORPORATION AND BYLAWS OF THE BORROWER AND
SUCH GUARANTOR, CERTIFIED AS BEING TRUE AND COMPLETE.
THE ADMINISTRATIVE AGENT
AND THE LENDERS MAY CONCLUSIVELY RELY ON SUCH CERTIFICATE UNTIL THE
ADMINISTRATIVE AGENT RECEIVES NOTICE IN WRITING FROM THE BORROWER TO THE
CONTRARY.
(C)
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED CERTIFICATES OF THE APPROPRIATE STATE AGENCIES WITH RESPECT TO THE
EXISTENCE, QUALIFICATION AND GOOD STANDING OF THE BORROWER AND EACH GUARANTOR.
43
(D)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
A COMPLIANCE CERTIFICATE WHICH SHALL BE SUBSTANTIALLY IN THE FORM OF EXHIBIT D,
DULY AND PROPERLY EXECUTED BY A RESPONSIBLE OFFICER AND DATED AS OF THE DATE OF
EFFECTIVE DATE.
(E)
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED FROM EACH PARTY HERETO COUNTERPARTS (IN SUCH NUMBER AS MAY BE