OF AN
EXECUTED PAYMENT ORDER IS SUBJECT TO THE LAWS, REGULATIONS, RULES, CIRCULARS AND
ARRANGEMENTS DESCRIBED HEREIN.
SECTION 4.18
BANK PRODUCTS.
THE BORROWER MAY REQUEST AND THE
ADMINISTRATIVE AGENT MAY, IN ITS SOLE AND ABSOLUTE DISCRETION, ARRANGE FOR THE
BORROWER TO OBTAIN FROM ANY LENDER OR THE AFFILIATES OF ANY LENDER BANK
PRODUCTS, ALTHOUGH THE BORROWER IS NOT REQUIRED TO DO SO.
IF BANK PRODUCTS ARE
PROVIDED BY AN AFFILIATE OF ANY LENDER, THE BORROWER AGREES TO
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INDEMNIFY AND HOLD THE ADMINISTRATIVE AGENT AND THE LENDERS HARMLESS FROM ANY
AND ALL COSTS AND OBLIGATIONS NOW OR HEREAFTER INCURRED BY THE ADMINISTRATIVE
AGENT OR ANY OF THE LENDERS WHICH ARISE FROM ANY INDEMNITY GIVEN BY THE
ADMINISTRATIVE AGENT OR ANY LENDER TO ITS AFFILIATES RELATED TO SUCH BANK
PRODUCTS; PROVIDED HOWEVER, NOTHING CONTAINED HEREIN IS INTENDED TO LIMIT THE
BORROWER'S RIGHTS, WITH RESPECT TO ANY LENDER OR ITS AFFILIATES, IF ANY, WHICH
ARISE AS A RESULT OF THE EXECUTION OF DOCUMENTS BY AND BETWEEN THE BORROWER AND
SUCH LENDER OR AFFILIATE WHICH RELATE TO BANK PRODUCTS.
THE AGREEMENT CONTAINED
IN THIS SECTION 4.18 SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
THE BORROWER
ACKNOWLEDGES AND AGREES THAT THE OBTAINING OF BANK PRODUCTS FROM A LENDER OR THE
AFFILIATES OF A LENDER (A) IS IN THE SOLE AND ABSOLUTE DISCRETION OF SUCH LENDER
OR THE AFFILIATES OF SUCH LENDER, AND (B) IS SUBJECT TO ALL RULES AND
REGULATIONS OF SUCH LENDER OR THE AFFILIATES OF SUCH LENDER.
ARTICLE 5
CONDITIONS PRECEDENT
SECTION 5.1
CONDITIONS PRECEDENT TO EFFECTIVENESS.
NOTWITHSTANDING
ANY OTHER PROVISION OF THIS AGREEMENT, THE EFFECTIVENESS OF THIS AGREEMENT IS
SUBJECT TO THE SATISFACTION OF EACH OF THE FOLLOWING CONDITIONS, PRIOR TO OR
CONTEMPORANEOUSLY WITH THE MAKING OF THE EFFECTIVE DATE LOANS:
(A)
CLOSING DOCUMENTS.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
EACH OF THE FOLLOWING (IN SUFFICIENT COPIES, OTHER THAN THE NOTES, FOR ALL
LENDERS), ALL OF WHICH SHALL BE SATISFACTORY IN FORM AND SUBSTANCE TO THE
ADMINISTRATIVE AGENT AND ITS SPECIAL COUNSEL:
(1)
THIS AGREEMENT, DULY EXECUTED AND DELIVERED BY THE BORROWER.
(2)
THE REVOLVING CREDIT NOTES TO THE ORDER OF EACH LENDER, DULY
EXECUTED AND DELIVERED BY THE BORROWER.
(3)
THE CONSENT AND CONFIRMATION OF GUARANTOR DULY EXECUTED AND
DELIVERED BY RAUCH.
(4)
CERTIFIED COPIES OF THE ARTICLES OF INCORPORATION AND BY-LAWS OF
THE BORROWER AND RAUCH AS IN EFFECT ON THE EFFECTIVE DATE.
(5)
CERTIFIED COPIES OF ALL CORPORATE ACTION AND SHAREHOLDER ACTION,
IF NECESSARY, TAKEN BY THE BORROWER AND RAUCH OR THEIR SHAREHOLDERS, AS THE CASE
MAY BE, TO AUTHORIZE THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT
AND THE LOAN DOCUMENTS TO WHICH IT IS A PARTY AND THE BORROWINGS UNDER THIS
AGREEMENT.
(6)
CERTIFICATES OF INCUMBENCY AND SPECIMEN SIGNATURES WITH RESPECT TO
EACH OF THE OFFICERS OF THE BORROWER AND RAUCH AUTHORIZED TO EXECUTE AND DELIVER
THIS AGREEMENT AND THE LOAN DOCUMENTS ON ITS BEHALF OR ANY CERTIFICATE OR
INSTRUMENT TO BE DELIVERED IN CONNECTION WITH THIS AGREEMENT OR TO REQUEST
BORROWINGS UNDER THIS AGREEMENT.
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