WITH ALL OTHER
BORROWERS.
CONSEQUENTLY, EACH BORROWER HEREBY ASSUMES AND AGREES TO DISCHARGE
ALL OBLIGATIONS OF EACH OF THE OTHER BORROWERS.
(C)
THE LEAD BORROWER SHALL ACT AS A CONDUIT
FOR EACH BORROWER (INCLUDING ITSELF, AS A "BORROWER") ON WHOSE BEHALF THE LEAD
BORROWER HAS REQUESTED A CREDIT EXTENSION.
NEITHER THE ADMINISTRATIVE AGENT NOR
ANY OTHER CREDIT PARTY SHALL HAVE ANY OBLIGATION TO SEE TO THE APPLICATION OF
SUCH PROCEEDS THEREFROM.
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 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, EACH DATED
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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 REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT:
(I)
EXECUTED COUNTERPARTS OF THIS AGREEMENT
SUFFICIENT IN NUMBER FOR DISTRIBUTION TO THE ADMINISTRATIVE AGENT, EACH LENDER
AND THE LEAD BORROWER;
(II)
A NOTE EXECUTED BY THE BORROWERS IN FAVOR
OF EACH LENDER REQUESTING A NOTE;
(III)
SUCH CERTIFICATES OF RESOLUTIONS OR OTHER
ACTION, INCUMBENCY CERTIFICATES AND/OR OTHER CERTIFICATES OF EACH LOAN PARTY AS
THE ADMINISTRATIVE AGENT MAY REQUIRE EVIDENCING (A) THE AUTHORITY OF EACH LOAN
PARTY TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH SUCH
LOAN PARTY IS A PARTY OR IS TO BE A PARTY AND (B) THE IDENTITY, AUTHORITY AND
CAPACITY OF EACH RESPONSIBLE OFFICER THEREOF AUTHORIZED TO ACT AS A RESPONSIBLE
OFFICER IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH
SUCH LOAN PARTY IS A PARTY OR IS TO BE A PARTY;
(IV)
COPIES OF EACH LOAN PARTY'S ORGANIZATION
DOCUMENTS AND SUCH OTHER DOCUMENTS AND CERTIFICATIONS AS THE ADMINISTRATIVE
AGENT MAY REASONABLY REQUIRE TO EVIDENCE THAT EACH LOAN PARTY IS DULY ORGANIZED
OR FORMED, AND THAT EACH LOAN PARTY IS VALIDLY EXISTING, IN GOOD STANDING AND
QUALIFIED TO ENGAGE IN BUSINESS IN EACH JURISDICTION WHERE ITS OWNERSHIP, LEASE
OR OPERATION OF PROPERTIES OR THE CONDUCT OF ITS BUSINESS REQUIRES SUCH
QUALIFICATION, EXCEPT TO THE EXTENT THAT FAILURE TO DO SO COULD NOT REASONABLY
BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT;
(V)
AN OPINION OF COUNSEL TO THE LOAN PARTIES,
ADDRESSED TO THE ADMINISTRATIVE AGENT AND EACH LENDER, IN EACH CASE AS TO SUCH
MATTERS CONCERNING THE LOAN PARTIES AND THE LOAN DOCUMENTS AS THE ADMINISTRATIVE
AGENT MAY REASONABLY REQUEST (INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO
ENFORCEABILITY, DUE AUTHORIZATION AND PERFECTION OF THE LIENS IN FAVOR OF THE
COLLATERAL AGENT);
(VI)
A CERTIFICATE SIGNED BY A RESPONSIBLE OFFICER
OF THE LEAD BORROWER, REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE
ADMINISTRATIVE AGENT, CERTIFYING (A) THAT THE CONDITIONS SPECIFIED IN SECTIONS
4.02(A) AND 4.02(B) HAVE BEEN SATISFIED AND (B) THAT,