AFFILIATES, IF, IN THE JUDGMENT OF THE
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 THE LENDER TO ANY UNREIMBURSED COST OR
EXPENSE AND WOULD NOT OTHERWISE BE DISADVANTAGEOUS TO THE LENDER.
BORROWER
HEREBY AGREES TO PAY ALL REASONABLE COSTS AND EXPENSES INCURRED BY THE LENDER IN
CONNECTION WITH ANY SUCH DESIGNATION OR ASSIGNMENT.
34
3.07
SURVIVAL.
ALL OF BORROWER'S OBLIGATIONS UNDER THIS ARTICLE III
SHALL SURVIVE TERMINATION OF THE COMMITMENT AND REPAYMENT OF ALL OTHER
OBLIGATIONS HEREUNDER.
ARTICLE IV.
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
4.01
CONDITIONS OF INITIAL CREDIT EXTENSION.
THE OBLIGATION OF THE L/C
ISSUER AND THE LENDER TO MAKE ITS INITIAL CREDIT EXTENSION HEREUNDER IS SUBJECT
TO SATISFACTION OF THE FOLLOWING CONDITIONS PRECEDENT:
(A)
THE LENDER'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 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 LENDER:
(I)
COUNTERPARTS OF THIS AGREEMENT EXECUTED BY THE BORROWER,
SUFFICIENT IN NUMBER FOR DISTRIBUTION TO THE LENDER AND BORROWER;
(II)
COUNTERPARTS OF THE GUARANTY EXECUTED BY EACH GUARANTOR,
SUFFICIENT IN NUMBER FOR DISTRIBUTION TO THE LENDER AND BORROWER;
(III)
A NOTE EXECUTED BY BORROWER IN FAVOR OF THE LENDER;
(IV)
SUCH CERTIFICATES OF RESOLUTIONS OR OTHER ACTION, INCUMBENCY
CERTIFICATES AND/OR OTHER CERTIFICATES OF RESPONSIBLE OFFICERS OF EACH LOAN
PARTY AS THE LENDER MAY REASONABLY REQUIRE EVIDENCING 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;
(V)
SUCH DOCUMENTS AND CERTIFICATIONS AS THE LENDER 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;
(VI)
A FAVORABLE OPINION OF COUNSEL TO THE LOAN PARTIES REASONABLY
ACCEPTABLE TO THE LENDER ADDRESSED TO THE LENDER, AS TO THE MATTERS SET FORTH
CONCERNING THE LOAN PARTIES AND THE LOAN DOCUMENTS IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE LENDER;
(VII)
A CERTIFICATE OF A RESPONSIBLE OFFICER OF EACH LOAN PARTY EITHER
(A) ATTACHING COPIES OF ALL CONSENTS, LICENSES AND APPROVALS REQUIRED IN
CONNECTION WITH THE EXECUTION, DELIVERY AND PERFORMANCE BY SUCH LOAN PARTY AND
THE VALIDITY AGAINST SUCH LOAN PARTY OF THE LOAN DOCUMENTS TO