THEREFOR, OR OTHERWISE, INCLUDING PENALTIES AND
INTEREST, AND INCLUDING TAXES IMPOSED BY ANY JURISDICTION ON AMOUNTS PAYABLE TO
THE AGENT UNDER THIS SUBSECTION, TOGETHER WITH ALL COSTS AND EXPENSES RELATED
THERETO (INCLUDING ATTORNEYS FEES AND TIME CHARGES OF ATTORNEYS FOR THE AGENT,
WHICH ATTORNEYS MAY BE EMPLOYEES OF THE AGENT).
THE OBLIGATIONS OF THE LENDERS
UNDER THIS SECTION 4.5(G) SHALL SURVIVE THE PAYMENT OF THE OBLIGATIONS AND
TERMINATION OF THIS AGREEMENT.
4.6
LENDER STATEMENTS; SURVIVAL OF INDEMNITY.
TO THE EXTENT REASONABLY
POSSIBLE, EACH LENDER SHALL DESIGNATE AN ALTERNATE LENDING INSTALLATION WITH
RESPECT TO ITS EURODOLLAR LOANS TO REDUCE ANY LIABILITY OF THE BORROWER TO SUCH
LENDER UNDER SECTIONS 4.1, 4.2 AND 4.5 OR TO AVOID THE UNAVAILABILITY OF
EURODOLLAR ADVANCES UNDER SECTION 4.3, SO LONG AS SUCH DESIGNATION IS NOT, IN
THE JUDGMENT OF SUCH LENDER, DISADVANTAGEOUS TO SUCH LENDER.
EACH LENDER SHALL
DELIVER A WRITTEN STATEMENT OF SUCH LENDER TO THE BORROWER (WITH A COPY TO THE
AGENT) AS TO THE AMOUNT DUE, IF ANY, UNDER SECTION 4.1, 4.2, 4.4 OR 4.5.
SUCH
WRITTEN STATEMENT SHALL SET FORTH IN REASONABLE DETAIL THE CALCULATIONS UPON
WHICH SUCH LENDER DETERMINED SUCH AMOUNT AND SHALL BE FINAL, CONCLUSIVE AND
BINDING ON THE BORROWER IN THE ABSENCE OF MANIFEST ERROR.
DETERMINATION OF
AMOUNTS PAYABLE UNDER SUCH SECTIONS IN CONNECTION WITH A EURODOLLAR LOAN SHALL
BE CALCULATED AS THOUGH EACH LENDER FUNDED ITS EURODOLLAR LOAN THROUGH THE
PURCHASE OF A DEPOSIT OF THE TYPE AND MATURITY CORRESPONDING TO THE DEPOSIT USED
AS A REFERENCE IN DETERMINING THE EURODOLLAR RATE APPLICABLE TO SUCH REVOLVING
CREDIT LOAN, WHETHER IN FACT THAT IS THE CASE OR NOT.
UNLESS OTHERWISE PROVIDED
HEREIN, THE AMOUNT SPECIFIED IN THE WRITTEN STATEMENT OF ANY LENDER SHALL BE
PAYABLE ON DEMAND AFTER RECEIPT BY THE BORROWER OF SUCH WRITTEN STATEMENT.
THE
OBLIGATIONS OF THE BORROWER UNDER SECTIONS 4.1, 4.2, 4.4 AND 4.5 SHALL SURVIVE
PAYMENT OF THE OBLIGATIONS AND TERMINATION OF THIS AGREEMENT.
34
ARTICLE V
CONDITIONS PRECEDENT
5.1
INITIAL REVOLVING CREDIT LOANS AND LETTERS OF CREDIT.
THE
AMENDMENTS TO THE EXISTING CREDIT AGREEMENT EMBODIED IN THIS AGREEMENT SHALL NOT
BE EFFECTIVE (IN WHICH CASE THE EXISTING CREDIT AGREEMENT SHALL REMAIN IN FULL
FORCE AND EFFECT) AND THE LENDERS SHALL HAVE NO OBLIGATION TO MAKE REVOLVING
CREDIT ADVANCES HEREUNDER AND THE ISSUER SHALL HAVE NO OBLIGATION TO ISSUE ANY
LETTER OF CREDIT HEREUNDER UNLESS AND UNTIL ALL LOANS UNDER THE EXISTING CREDIT
AGREEMENT HAVE BEEN PAID IN FULL AND THE BORROWER HAS FURNISHED THE FOLLOWING TO
THE AGENT WITH SUFFICIENT COPIES FOR THE LENDERS AND THE OTHER CONDITIONS SET
FORTH BELOW HAVE BEEN SATISFIED:
(A)
CHARTER DOCUMENTS; GOOD STANDING
CERTIFICATES.
COPIES OF THE ARTICLES OR CERTIFICATE OF INCORPORATION OF THE
BORROWER, TOGETHER WITH ALL AMENDMENTS, AND A CERTIFICATE OF GOOD STANDING, EACH
CERTIFIED BY THE APPROPRIATE GOVERNMENTAL OFFICER IN ITS JURISDICTION OF
INCORPORATION.
(B)
BY-LAWS AND RESOLUTIONS.
COPIES, CERTIFIED
BY THE SECRETARY OR ASSISTANT SECRETARY OF THE BORROWER, OF ITS BY-LAWS AND OF
ITS BOARD OF DIRECTORS' RESOLUTIONS AND OF RESOLUTIONS