PURSUANT TO
SECTION 3.02, THEN SUCH LENDER SHALL USE REASONABLE EFFORTS TO DESIGNATE A
DIFFERENT LENDING OFFICE FOR FUNDING OR BOOKING ITS LOANS HEREUNDER OR TO ASSIGN
ITS RIGHTS AND OBLIGATIONS HEREUNDER TO ANOTHER OF ITS OFFICES, BRANCHES OR
AFFILIATES, IF, IN THE JUDGMENT OF SUCH LENDER, SUCH DESIGNATION OR ASSIGNMENT
(I) WOULD ELIMINATE OR REDUCE AMOUNTS PAYABLE PURSUANT TO SECTION 3.01 OR 3.04,
AS THE 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.
THE BORROWER HEREBY AGREES TO PAY ALL
REASONABLE COSTS AND EXPENSES INCURRED BY ANY LENDER IN CONNECTION WITH ANY SUCH
DESIGNATION OR ASSIGNMENT.
(B)
REPLACEMENT OF LENDERS.
IF (I) ANY LENDER REQUESTS COMPENSATION
UNDER SECTION 3.04, (II) ANY LENDER IS UNABLE TO FUND UNDER SECTION 3.02 (IF
SUCH ILLEGALITY OR CONDITION IS NOT GENERALLY APPLICABLE TO THE LENDERS), OR
(III) IF THE BORROWER IS 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 BORROWER MAY REPLACE SUCH LENDER IN ACCORDANCE WITH
SECTION 10.13.
3.07
SURVIVAL.
ALL OF THE BORROWER'S OBLIGATIONS UNDER THIS ARTICLE III
SHALL SURVIVE TERMINATION OF THE AGGREGATE COMMITMENTS AND REPAYMENT OF ALL
OTHER OBLIGATIONS HEREUNDER.
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 OR WAIVER 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 ON BEHALF 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
AGENTS AND THE ARRANGERS:
54
(I)
EXECUTED COUNTERPARTS OF THIS AGREEMENT AND THE GUARANTY,
SUFFICIENT IN NUMBER FOR DISTRIBUTION TO THE ADMINISTRATIVE AGENT, EACH LENDER
AND THE BORROWER;
(II)
NOTES EXECUTED BY THE BORROWER IN FAVOR OF EACH LENDER REQUESTING
NOTES, EVIDENCING THE COMMITTED LOANS AND THE TERM A LOANS, AS APPLICABLE;
(III)
A PLEDGE AGREEMENT IN FORM AND SUBSTANCE REASONABLY SATISFACTORY
TO THE ADMINISTRATIVE AGENT (THE "PARENT/BORROWER PLEDGE AGREEMENT"), EXECUTED
BY THE PARENT AND THE BORROWER GRANTING TO THE ADMINISTRATIVE AGENT, FOR THE
BENEFIT OF THE LENDERS, A FIRST PRIORITY SECURITY INTEREST IN ALL OF THE ISSUED
AND OUTSTANDING EQUITY INTERESTS OF THE BORROWER AND IN THE OTHER COLLATERAL;
AND THE PARENT AND THE BORROWER SHALL HAVE DELIVERED TO THE ADMINISTRATIVE AGENT
ALL CERTIFICATES, IF ANY, EVIDENCING SUCH EQUITY INTERESTS, ALL UCC-1S AND ALL
POWERS, DULY ENDORSED IN BLANK, WITH RESPECT THERETO, TO THE EXTENT APPLICABLE;
AND THE PARENT AND THE BORROWER SHALL