AS
REASONABLY DETERMINED BY SUCH LENDER, OF (I) ITS COST OF OBTAINING THE FUNDS FOR
THE LOAN BEING PAID, PREPAID, CONVERTED, NOT BORROWED OR ASSIGNED (BASED ON THE
APPLICABLE LONDON INTERBANK OFFERED RATE), FOR THE PERIOD FROM THE DATE OF SUCH
PAYMENT, PREPAYMENT, CONVERSION, FAILURE TO BORROW, CONVERT OR CONTINUE TO THE
LAST DAY OF THE INTEREST PERIOD FOR SUCH LOAN (OR, IN THE CASE OF A FAILURE TO
BORROW, THE INTEREST PERIOD FOR SUCH LOAN WHICH WOULD HAVE COMMENCED ON THE DATE
OF SUCH FAILURE TO BORROW, CONVERT OR CONTINUE) OR ASSIGNMENT OVER (II) THE
AMOUNT OF INTEREST (AS REASONABLY DETERMINED BY SUCH LENDER) THAT WOULD BE
REALIZED BY SUCH LENDER IN REEMPLOYING THE FUNDS SO PAID, PREPAID, CONVERTED,
NOT BORROWED, CONVERTED OR CONTINUED FOR SUCH PERIOD OR INTEREST PERIOD OR
ASSIGNMENT, AS THE CASE MAY BE.
A CERTIFICATE OF ANY LENDER SETTING FORTH ANY
AMOUNT OR AMOUNTS WHICH SUCH LENDER IS ENTITLED TO RECEIVE PURSUANT TO THIS
SECTION 3.05 SHALL BE DELIVERED TO THE BORROWER AND SHALL BE CONCLUSIVE ABSENT
MANIFEST ERROR.
SECTION 3.06
BASE RATE LOANS SUBSTITUTED FOR AFFECTED EURODOLLAR LOANS.
IF (I)
THE OBLIGATION OF ANY LENDER TO MAKE, OR TO CONTINUE OR CONVERT OUTSTANDING
LOANS AS OR TO, EURODOLLAR LOANS HAS BEEN SUSPENDED PURSUANT TO SECTION 3.02 OR
(II) ANY LENDER HAS DEMANDED COMPENSATION UNDER SECTION 3.01 OR 3.04 WITH
RESPECT TO ITS EURODOLLAR LOANS, AND IN ANY SUCH CASE THE BORROWER SHALL, BY AT
LEAST FIVE BUSINESS DAYS' PRIOR NOTICE TO SUCH LENDER THROUGH THE ADMINISTRATIVE
AGENT, HAVE ELECTED THAT THE PROVISIONS OF THIS SECTION 3.06 SHALL APPLY TO SUCH
LENDER, THEN, UNLESS AND UNTIL SUCH LENDER NOTIFIES THE BORROWER THAT THE
CIRCUMSTANCES GIVING RISE TO SUCH SUSPENSION OR DEMAND FOR COMPENSATION NO
LONGER EXIST, ALL LOANS WHICH WOULD OTHERWISE BE MADE BY SUCH LENDER AS (OR
CONTINUED AS OR CONVERTED TO) EURODOLLAR LOANS SHALL INSTEAD BE BASE RATE LOANS
(ON WHICH INTEREST AND PRINCIPAL SHALL BE PAYABLE CONTEMPORANEOUSLY WITH THE
RELATED EURODOLLAR LOANS OF THE OTHER LENDERS).
IF SUCH LENDER NOTIFIES THE
BORROWER THAT THE CIRCUMSTANCES GIVING RISE TO SUCH SUSPENSION OR DEMAND FOR
COMPENSATION NO LONGER EXIST, THE PRINCIPAL AMOUNT OF EACH SUCH BASE RATE LOAN
SHALL BE CONVERTED INTO A EURODOLLAR LOAN ON THE FIRST DAY OF THE NEXT
SUCCEEDING INTEREST PERIOD APPLICABLE TO THE RELATED EURODOLLAR LOANS OF THE
OTHER LENDERS.
SECTION 3.07
SURVIVAL.
ALL OF THE BORROWER'S OBLIGATIONS UNDER THIS ARTICLE
III SHALL SURVIVE TERMINATION OF THE COMMITMENTS AND REPAYMENT OF ALL OTHER
FINANCE OBLIGATIONS HEREUNDER.
75
ARTICLE IV
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
SECTION 4.01
CONDITIONS TO INITIAL CREDIT EXTENSION.
THE OBLIGATION OF EACH
LENDER TO MAKE A LOAN OR ISSUE A LETTER OF CREDIT ON THE CLOSING DATE IS SUBJECT
TO THE SATISFACTION OF THE FOLLOWING CONDITIONS:
(A)
EXECUTED LOAN DOCUMENTS.
RECEIPT BY THE ADMINISTRATIVE AGENT OF
DULY EXECUTED COPIES OF:
(I) THIS AGREEMENT; (II) THE NOTES; (III) THE
GUARANTY; (IV) THE COLLATERAL DOCUMENTS AND (V) ALL OTHER LOAN DOCUMENTS, EACH
IN FORM AND SUBSTANCE REASONABLY