OBLIGATION ON ANY LENDER TO
APPLY FOR ANY SUCH REFUND.
(E)
IF THE BORROWER IS REQUIRED TO PAY ADDITIONAL AMOUNTS TO THE
ADMINISTRATIVE AGENT OR ANY LENDER PURSUANT TO THIS SECTION 4.5, THEN THE
ADMINISTRATIVE AGENT OR SUCH LENDER SHALL USE REASONABLE EFFORTS (CONSISTENT
WITH LEGAL AND REGULATORY RESTRICTIONS) TO CHANGE THE JURISDICTION OF ITS
OFFICE, BRANCH, SUBSIDIARY OR AFFILIATE, OR TAKE OTHER APPROPRIATE ACTION, SO AS
TO ELIMINATE ANY ADDITIONAL PAYMENT BY THE BORROWER THAT MAY THEREAFTER ACCRUE,
IF SUCH CHANGE OR OTHER ACTION, IN THE JUDGMENT OF THE ADMINISTRATIVE AGENT OR
SUCH LENDER, AS THE CASE MAY BE, IS NOT OTHERWISE DISADVANTAGEOUS TO THE
ADMINISTRATIVE AGENT OR SUCH LENDER.
ARTICLE V.
CONDITIONS PRECEDENT
SECTION 5.1
CONDITIONS PRECEDENT AT CLOSING DATE.
THIS AGREEMENT
SHALL BECOME EFFECTIVE UPON THE SATISFACTION OF EACH OF THE FOLLOWING
CONDITIONS:
(A)
CREDIT AGREEMENT.
THIS AGREEMENT SHALL HAVE BEEN EXECUTED BY THE
BORROWER, THE ADMINISTRATIVE AGENT AND EACH OF THE LENDERS.
(B)
NOTES.
THE BORROWER SHALL HAVE EXECUTED AND DELIVERED TO THE
ADMINISTRATIVE AGENT A NOTE FOR THE ACCOUNT OF EACH LENDER THAT HAS REQUESTED A
NOTE.
(C)
FEES AND EXPENSES.
THE BORROWER SHALL HAVE (I) EXECUTED AND
DELIVERED TO THE ADMINISTRATIVE AGENT THE AGENT FEE LETTER AND THE CLOSING FEE
LETTER AND (II) PAID OR CAUSED TO BE PAID
ALL FEES REQUIRED TO BE PAID BY IT ON THE CLOSING DATE PURSUANT TO SECTION 3.1
AND ALL REASONABLE FEES AND EXPENSES OF THE ADMINISTRATIVE AGENT AND OF SPECIAL
COUNSEL TO THE ADMINISTRATIVE AGENT THAT HAVE BEEN INVOICED AT LEAST TWO
BUSINESS DAYS PRIOR TO SUCH DATE IN CONNECTION WITH THE PREPARATION,
NEGOTIATION, EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE OTHER CREDIT
DOCUMENTS AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY AND
THEREBY.
(D)
CORPORATE RESOLUTIONS AND APPROVALS.
THE ADMINISTRATIVE AGENT
SHALL HAVE RECEIVED CERTIFIED COPIES OF THE RESOLUTIONS OF THE BOARD OF
DIRECTORS OF THE BORROWER, APPROVING THE CREDIT DOCUMENTS, AND OF ALL DOCUMENTS
EVIDENCING OTHER NECESSARY CORPORATE ACTION, GOVERNMENTAL APPROVALS, IF ANY, AND
OTHER CONSENTS OR APPROVALS WITH RESPECT TO THE EXECUTION, DELIVERY AND
PERFORMANCE BY THE BORROWER OF THE CREDIT DOCUMENTS.
(E)
INCUMBENCY CERTIFICATES.
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED A CERTIFICATE OF THE SECRETARY OR AN ASSISTANT SECRETARY OF THE
BORROWER, CERTIFYING THE NAMES AND TRUE SIGNATURES OF THE OFFICERS OF THE
BORROWER AUTHORIZED TO SIGN THE CREDIT DOCUMENTS AND ANY OTHER DOCUMENTS TO
WHICH THE BORROWER IS A PARTY THAT MAY BE EXECUTED AND DELIVERED IN CONNECTION
HEREWITH.
(F)
CORPORATE CHARTER AND GOOD STANDING CERTIFICATES.
THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED:
(I) AN ORIGINAL CERTIFIED COPY OF THE
ARTICLES OF INCORPORATION OF THE BORROWER AND ANY AND ALL AMENDMENTS AND
RESTATEMENTS THEREOF, CERTIFIED AS OF A RECENT DATE BY THE RELEVANT SECRETARY OF
STATE AND CERTIFIED BY THE SECRETARY OR AN ASSISTANT SECRETARY OF THE BORROWER
AS BEING TRUE, CORRECT AND COMPLETE AND IN FULL FORCE AND EFFECT AS OF THE
CLOSING DATE; (II) THE CODE OF REGULATIONS OF THE BORROWER AND ANY AND ALL
AMENDMENTS AND RESTATEMENTS