FROM
THE SECRETARY OR ASSISTANT SECRETARY OF EACH BORROWER AND GUARANTOR ATTESTING TO
THE RESOLUTIONS OF SUCH BORROWER'S AND GUARANTOR'S BOARD OF DIRECTORS
AUTHORIZING ITS EXECUTION, DELIVERY, AND PERFORMANCE OF THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS TO WHICH SUCH BORROWER AND GUARANTOR IS A PARTY AND
AUTHORIZING SPECIFIC OFFICERS OF SUCH BORROWER AND GUARANTOR TO EXECUTE THE
SAME;
(E)
AGENT SHALL HAVE RECEIVED COPIES OF EACH
BORROWER'S AND GUARANTOR'S GOVERNING DOCUMENTS, AS AMENDED, MODIFIED, OR
SUPPLEMENTED ON OR BEFORE THE CLOSING DATE, CERTIFIED BY THE SECRETARY OR
ASSISTANT SECRETARY OF EACH BORROWER AND GUARANTOR;
(F)
AGENT SHALL HAVE RECEIVED A CERTIFICATE
OF STATUS WITH RESPECT TO EACH BORROWER AND GUARANTOR, DATED WITHIN 10 DAYS OF
THE CLOSING DATE, SUCH CERTIFICATE TO BE ISSUED BY THE APPROPRIATE OFFICER OF
THE JURISDICTION OF ORGANIZATION OF EACH BORROWER AND GUARANTOR, WHICH
CERTIFICATE SHALL INDICATE THAT SUCH BORROWER AND GUARANTOR IS IN GOOD STANDING
IN SUCH JURISDICTION;
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(G)
AGENT SHALL HAVE RECEIVED AN OPINION OF
BORROWERS' AND GUARANTORS' COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO AGENT
IN ITS SOLE DISCRETION;
(H)
ALL OTHER DOCUMENTS AND LEGAL MATTERS IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL HAVE BEEN
DELIVERED, EXECUTED, OR RECORDED AND SHALL BE IN FORM AND SUBSTANCE SATISFACTORY
TO AGENT AND ITS COUNSEL; AND
(I)
THE AGENT SHALL HAVE ENTERED INTO AN
INTERCREDITOR AGREEMENT WITH THE REVOLVING CREDIT AGENT ON TERMS REASONABLY
ACCEPTABLE TO THE AGENT.
3.2
Conditions Precedent to all Letters of
Credit.
The following shall be conditions precedent to issuance of any Letter
of Credit hereunder:
(A)
THE REPRESENTATIONS AND WARRANTIES
CONTAINED IN THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE TRUE AND
CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE DATE OF SUCH EXTENSION OF
CREDIT, AS THOUGH MADE ON AND AS OF SUCH DATE (EXCEPT TO THE EXTENT THAT SUCH
REPRESENTATIONS AND WARRANTIES RELATE SOLELY TO AN EARLIER DATE);
(B)
EXCEPT FOR GOOD FAITH DISPUTES BETWEEN A
BORROWER AND LANDLORDS, NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND
BE CONTINUING ON THE DATE OF THE ISSUANCE OF SUCH LETTER OF CREDIT, NOR SHALL
EITHER RESULT FROM THE ISSUANCE THEREOF;
(C)
NO INJUNCTION, WRIT, RESTRAINING ORDER, OR
OTHER ORDER OF ANY NATURE PROHIBITING, DIRECTLY OR INDIRECTLY, THE EXTENDING OF
SUCH CREDIT SHALL HAVE BEEN ISSUED AND REMAIN IN FORCE BY ANY GOVERNMENTAL
AUTHORITY AGAINST ANY BORROWER, THE LENDER GROUP OR ANY OF THEIR AFFILIATES;
(D)
THE AMOUNT OF ANY REQUESTED LETTER OF
CREDIT, TOGETHER WITH ALL LETTER OF CREDIT OUTSTANDINGS, SHALL NOT EXCEED THE
COMMITMENTS; AND
(E)
THIS AGREEMENT SHALL NOT HAVE BEEN
TERMINATED IN ACCORDANCE WITH SECTION 3.3.
3.3
Term.
This Agreement shall terminate upon the
earliest of: (i) the date set forth in the Termination Notice, which date shall
be no earlier than two (2) Business Days after the latest expiry date of any
Letters of Credit; (ii) the date on which the Agent or the Agent, at the
direction of the Required Lenders, has given the Administrative