TO THE
ADMINISTRATIVE AGENT UNDER THIS SUBSECTION, TOGETHER WITH ALL COSTS AND EXPENSES
RELATED THERETO (INCLUDING ATTORNEYS FEES AND TIME CHARGES OF ATTORNEYS FOR THE
ADMINISTRATIVE AGENT, WHICH ATTORNEYS MAY BE EMPLOYEES OF THE ADMINISTRATIVE
AGENT).
THE OBLIGATIONS OF THE LENDERS UNDER THIS SECTION 3.5(VII) SHALL
SURVIVE THE PAYMENT OF THE OBLIGATIONS AND TERMINATION OF THIS AGREEMENT.
3.6.
LENDER STATEMENTS; SURVIVAL OF INDEMNITY.
EACH LENDER SHALL DELIVER A WRITTEN STATEMENT OF SUCH LENDER TO THE BORROWER
(WITH A COPY TO THE ADMINISTRATIVE AGENT) AS TO THE AMOUNT DUE, IF ANY, UNDER
SECTION 3.1, 3.2, 3.4 OR 3.5.
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,
CURRENCY AND MATURITY CORRESPONDING TO THE DEPOSIT USED AS A REFERENCE IN
DETERMINING THE EURODOLLAR RATE APPLICABLE TO SUCH 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 3.1, 3.2, 3.4 AND 3.5 SHALL SURVIVE PAYMENT OF THE OBLIGATIONS AND
TERMINATION OF THIS AGREEMENT.
3.7.
ALTERNATIVE LENDING INSTALLATION.
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 3.1, 3.2 AND 3.5 OR TO AVOID THE
UNAVAILABILITY OF EURODOLLAR
42
ADVANCES UNDER SECTION 3.3, SO LONG AS SUCH DESIGNATION IS NOT, IN THE JUDGMENT
OF SUCH LENDER, REASONABLY DISADVANTAGEOUS TO SUCH LENDER.
A LENDER'S
DESIGNATION OF AN ALTERNATIVE LENDING INSTALLATION SHALL NOT AFFECT THE
BORROWER'S RIGHTS UNDER SECTION 2.19 TO REPLACE A LENDER.
ARTICLE IV
CONDITIONS PRECEDENT
4.1.
INITIAL CREDIT EXTENSION.
THE EFFECTIVENESS
OF THIS AGREEMENT AND THE OBLIGATION OF THE LENDERS TO MAKE THE INITIAL CREDIT
EXTENSION HEREUNDER SHALL BE SUBJECT TO THE SATISFACTION OF THE FOLLOWING
CONDITIONS PRECEDENT AND, IF APPLICABLE, THE DELIVERY BY THE BORROWER TO THE
ADMINISTRATIVE AGENT WITH SUFFICIENT COPIES FOR THE LENDERS OF:
4.1.1
COPIES OF THE ARTICLES OR CERTIFICATE OF INCORPORATION (OR THE EQUIVALENT
THEREOF) OF EACH CREDIT PARTY (EXCEPT FOR THOSE CREDIT PARTIES LISTED ON
SCHEDULE 4.1.1), IN EACH CASE, TOGETHER WITH ALL AMENDMENTS THERETO, AND A
CERTIFICATE OF GOOD STANDING, EACH CERTIFIED BY THE APPROPRIATE GOVERNMENTAL
OFFICER IN ITS JURISDICTION OF ORGANIZATION, AS WELL AS ANY OTHER INFORMATION
REQUIRED BY SECTION 326 OF THE USA PATRIOT ACT, 31 U.S.C. SECTION 5318 OR
OTHERWISE NECESSARY FOR THE ADMINISTRATIVE AGENT OR ANY LENDER TO VERIFY THE
IDENTITY OF THE BORROWER AS REQUIRED BY SECTION 326 OF THE USA PATRIOT ACT,
31
U.S.C. SECTION 5318.
4.1.2
COPIES, CERTIFIED BY THE SECRETARY OR