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.
46
ARTICLE IV.
CONDITIONS PRECEDENT TO BORROWINGS
4.01
CONDITIONS OF INITIAL BORROWING. THE OBLIGATION OF
EACH LENDER TO MAKE ITS INITIAL BORROWING HEREUNDER IS SUBJECT TO SATISFACTION
OF THE FOLLOWING CONDITIONS PRECEDENT:
(A)
THE ADMINISTRATIVE AGENT'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 BORROWER, 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 SATISFACTORY TO THE ADMINISTRATIVE AGENT AND EACH
OF THE LENDERS:
(I)
EXECUTED COUNTERPARTS OF THIS AGREEMENT,
SUFFICIENT IN NUMBER FOR DISTRIBUTION TO THE ADMINISTRATIVE AGENT, EACH LENDER
AND THE BORROWERS;
(II)
EXECUTED COUNTERPARTS OF THE COLLATERAL
AGREEMENT AND SECURITY AGREEMENT, SUFFICIENT IN NUMBER FOR DISTRIBUTION TO THE
ADMINISTRATIVE AGENT AND THE CUSTODIAN;
(III)
A NOTE EXECUTED BY THE BORROWERS IN FAVOR OF
EACH LENDER REQUESTING A NOTE;
(IV)
SUCH CERTIFICATES OF RESOLUTIONS OR OTHER
ACTION, INCUMBENCY CERTIFICATES AND/OR OTHER CERTIFICATES OF RESPONSIBLE
OFFICERS OF EACH BORROWER AS THE ADMINISTRATIVE AGENT MAY 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 BORROWER IS A PARTY;
(V)
SUCH DOCUMENTS AND CERTIFICATIONS AS THE
ADMINISTRATIVE AGENT MAY REASONABLY REQUIRE TO EVIDENCE THAT EACH BORROWER IS
DULY ORGANIZED OR FORMED, AND THAT EACH OF THE BORROWERS IS VALIDLY EXISTING, IN
GOOD STANDING AND QUALIFIED TO ENGAGE IN BUSINESS IN EACH JURISDICTION WHERE
SUCH BORROWERS' 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