fact so funded.
56
3.06
MITIGATION OBLIGATIONS.
IF ANY LENDER REQUESTS COMPENSATION UNDER
SECTION 3.04, OR ANY BORROWER IS REQUIRED TO PAY ANY ADDITIONAL AMOUNT TO ANY
LENDER OR ANY GOVERNMENTAL AUTHORITY FOR THE ACCOUNT OF ANY LENDER PURSUANT TO
SECTION 3.01, OR IF ANY LENDER GIVES A NOTICE PURSUANT TO SECTION 3.02, THEN
SUCH LENDER SHALL USE REASONABLE EFFORTS TO DESIGNATE A DIFFERENT LENDING OFFICE
FOR FUNDING OR BOOKING ITS LOANS HEREUNDER OR TO ASSIGN ITS RIGHTS AND
OBLIGATIONS HEREUNDER TO ANOTHER OF ITS OFFICES, BRANCHES OR AFFILIATES, IF, IN
THE JUDGMENT OF SUCH LENDER, SUCH DESIGNATION OR ASSIGNMENT (I) WOULD ELIMINATE
OR REDUCE AMOUNTS PAYABLE PURSUANT TO SECTION 3.01 OR 3.04, AS THE CASE MAY BE,
IN THE FUTURE, OR ELIMINATE THE NEED FOR THE NOTICE PURSUANT TO SECTION 3.02, AS
APPLICABLE, AND (II) IN EACH CASE, WOULD NOT SUBJECT SUCH LENDER TO ANY
UNREIMBURSED COST OR EXPENSE AND WOULD NOT OTHERWISE BE DISADVANTAGEOUS TO SUCH
LENDER.
EACH BORROWER HEREBY AGREES TO PAY ALL REASONABLE COSTS AND EXPENSES
INCURRED BY ANY LENDER IN CONNECTION WITH ANY SUCH DESIGNATION OR ASSIGNMENT.
3.07
Survival.
All of the Borrowers' obligations under this Article III
shall survive termination of the Aggregate Commitments and repayment of all
other Obligations hereunder.
ARTICLE IV.
CONDITIONS PRECEDENT TO BORROWINGS
4.01
CONDITIONS TO EFFECTIVENESS.
THE PARTIES HERETO ACKNOWLEDGE AND
AGREE THAT THIS AGREEMENT SHALL BECOME EFFECTIVE UPON RECEIPT BY EACH PARTY
HERETO OF THIS AGREEMENT, EXECUTED AND DELIVERED BY A RESPONSIBLE OFFICER OF
EACH BORROWER AND EACH LENDER; PROVIDED, HOWEVER, THAT THE OBLIGATION OF ANY
LENDER TO MAKE ANY LOANS, OR OF THE ISSUING BANK TO ISSUE ANY LETTERS OF CREDIT,
HEREUNDER IS SUBJECT TO THE SATISFACTION OF THE CONDITIONS SET FORTH IN SECTIONS
4.02 AND 4.03 HEREUNDER.
4.02
CONDITIONS OF INITIAL BORROWING.
THE OBLIGATION OF EACH LENDER TO
MAKE ITS INITIAL REVOLVING LOANS HEREUNDER, AND OF THE ISSUING BANK TO INITIALLY
ISSUE ANY LETTERS OF CREDIT, IS SUBJECT TO SATISFACTION OF THE FOLLOWING
CONDITIONS PRECEDENT:
(A)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED:
(I)
THIS AGREEMENT AS PROVIDED IN SECTION 4.01;
(II)
A BORROWING BASE REPORT, CERTIFIED AS COMPLETE AND CORRECT IN ALL
MATERIAL RESPECTS, WHICH CALCULATES THE BORROWING BASE AS OF THE LAST BUSINESS
DAY OF THE MOST RECENT MONTH ENDED AT LEAST 20 BUSINESS DAYS PRIOR TO THE
CLOSING DATE;
(III)
THE OTHER LOAN DOCUMENTS (OTHER THAN NOTES), EXECUTED AND
DELIVERED BY A DULY AUTHORIZED OFFICER OR SIGNATORY OF EACH GRANTOR PARTY
THERETO; AND
(IV)
A NOTE EXECUTED BY THE BORROWERS IN FAVOR OF EACH LENDER THAT HAS
REQUESTED A NOTE AT LEAST TWO BUSINESS DAYS PRIOR TO THE DATE ON WHICH THE
INITIAL REVOLVING LOANS ARE TO BE MADE.
(B)
COLLATERAL.
ALL DOCUMENTS AND INSTRUMENTS, INCLUDING UNIFORM
COMMERCIAL CODE OR OTHER APPLICABLE PERSONAL PROPERTY AND FINANCING STATEMENTS,
REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT TO BE FILED, REGISTERED OR
RECORDED TO CREATE THE LIENS ON THE COLLATERAL INTENDED TO BE CREATED BY THE
SECURITY AGREEMENT AND PERFECT SUCH LIENS TO THE EXTENT REQUIRED BY,