REGISTER IN ACCORDANCE WITH SECTION 13.1(I), THE ASSIGNING
LENDER) AGREES TO RECORD THE COMMITMENTS AND LOANS ON THE REGISTER (OR IN THE
CASE OF AN ASSIGNMENT NOT RECORDED IN THE REGISTER IN ACCORDANCE WITH
SECTION 13.1(I), A RELATED PARTY REGISTER). EACH COMMITMENT AND LOAN RECORDED ON
THE REGISTER (OR RELATED PARTY REGISTER) MAY NOT BE EVIDENCED BY PROMISSORY
NOTES OTHER THAN
15
REGISTERED NOTES (AS DEFINED BELOW). UPON THE REGISTRATION OF EACH COMMITMENT
AND LOAN, EACH BORROWER AGREES, AT THE REQUEST OF ANY LENDER, TO EXECUTE AND
DELIVER TO SUCH LENDER A PROMISSORY NOTE, IN CONFORMITY WITH THE TERMS OF THIS
AGREEMENT, IN REGISTERED FORM TO EVIDENCE SUCH REGISTERED LOAN, IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO SUCH LENDER, AND REGISTERED AS PROVIDED IN
SECTION 13.1(I) (A "REGISTERED NOTE"), PAYABLE TO THE ORDER OF SUCH LENDER OR
ITS REGISTERED ASSIGNS AND OTHERWISE DULY COMPLETED. ONCE RECORDED ON THE
REGISTER (OR RELATED PARTY REGISTER), NO COMMITMENT OR LOAN MAY BE REMOVED FROM
THE REGISTER (OR RELATED PARTY REGISTER) SO LONG AS IT OR THEY REMAIN
OUTSTANDING, AND A REGISTERED NOTE MAY NOT BE EXCHANGED FOR A PROMISSORY NOTE
THAT IS NOT A REGISTERED NOTE.
3.
CONDITIONS; TERM OF AGREEMENT.
3.1
CONDITIONS PRECEDENT TO THE INITIAL EXTENSION OF CREDIT. THE
OBLIGATION OF EACH LENDER TO MAKE ITS INITIAL EXTENSION OF CREDIT PROVIDED FOR
HEREUNDER, IS SUBJECT TO THE FULFILLMENT, TO THE SATISFACTION OF AGENT AND EACH
LENDER OF EACH OF THE CONDITIONS PRECEDENT SET FORTH ON SCHEDULE 3.1 (THE MAKING
OF SUCH INITIAL EXTENSION OF CREDIT BY A LENDER BEING CONCLUSIVELY DEEMED TO BE
ITS SATISFACTION OR WAIVER OF THE CONDITIONS PRECEDENT).
3.2
CONDITIONS PRECEDENT TO ALL EXTENSIONS OF CREDIT; SPECIAL
CONDITIONS PRECEDENT TO TERM LOAN B.
(A)
SUBJECT TO SECTION 3.1, THE OBLIGATION OF THE LENDER GROUP (OR ANY
MEMBER THEREOF) TO MAKE ANY ADVANCES OR ANY PORTION OF EITHER TERM LOAN
HEREUNDER AT ANY TIME (OR TO EXTEND ANY OTHER CREDIT HEREUNDER) SHALL BE SUBJECT
TO THE FOLLOWING CONDITIONS PRECEDENT:
(I)
THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT
AND IN 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);
(II)
NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING ON THE DATE OF SUCH EXTENSION OF CREDIT, NOR SHALL EITHER RESULT FROM
THE MAKING THEREOF;
(III)
NO INJUNCTION, WRIT, RESTRAINING ORDER, OR OTHER ORDER OF ANY
NATURE RESTRICTING OR PROHIBITING, DIRECTLY OR INDIRECTLY, THE EXTENDING OF SUCH
CREDIT SHALL HAVE BEEN ISSUED AND REMAIN IN FORCE BY ANY GOVERNMENTAL AUTHORITY
AGAINST ANY BORROWER, AGENT, ANY LENDER, OR ANY OF THEIR AFFILIATES;
(IV)
NO MATERIAL ADVERSE CHANGE SHALL HAVE OCCURRED; AND
(V)
WITH RESPECT TO ANY ADVANCE, A BORROWING BASE CERTIFICATE.
(B)
SUBJECT TO SECTIONS 3.1 AND 3.2(A), THE OBLIGATION OF THE TERM
LOAN B LENDERS (OR