BORROWERS ARE REQUIRED TO PAY ANY ADDITIONAL AMOUNT TO
ANY LENDER OR ANY GOVERNMENTAL AUTHORITY FOR THE ACCOUNT OF ANY LENDER PURSUANT
TO SECTION 3.01, THE BORROWERS MAY REPLACE SUCH LENDER IN ACCORDANCE WITH
SECTION 10.13.
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.
3.08
Designation of Lead Borrower as Borrowers' Agent.
(A)
EACH BORROWER HEREBY IRREVOCABLY DESIGNATES AND APPOINTS THE LEAD
BORROWER AS SUCH BORROWER'S AGENT TO OBTAIN CREDIT EXTENSIONS, THE PROCEEDS OF
WHICH SHALL BE AVAILABLE TO EACH BORROWER FOR SUCH USES AS ARE PERMITTED UNDER
THIS AGREEMENT.
AS THE DISCLOSED PRINCIPAL FOR ITS AGENT, EACH BORROWER SHALL
BE OBLIGATED TO EACH CREDIT PARTY ON ACCOUNT OF CREDIT EXTENSIONS SO MADE AS IF
MADE DIRECTLY BY THE APPLICABLE CREDIT PARTY TO SUCH BORROWER, NOTWITHSTANDING
THE MANNER BY WHICH SUCH CREDIT EXTENSIONS ARE RECORDED ON THE BOOKS AND RECORDS
OF THE LEAD BORROWER AND OF ANY OTHER BORROWER.
IN ADDITION, EACH LOAN PARTY
OTHER THAN THE BORROWERS HEREBY IRREVOCABLY DESIGNATES AND APPOINTS THE LEAD
BORROWER AS SUCH LOAN PARTY'S AGENT TO REPRESENT SUCH LOAN PARTY IN ALL RESPECTS
UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
(B)
EACH BORROWER RECOGNIZES THAT CREDIT AVAILABLE TO IT HEREUNDER IS
IN EXCESS OF AND ON BETTER TERMS THAN IT OTHERWISE COULD OBTAIN ON AND FOR ITS
OWN ACCOUNT AND THAT ONE OF THE REASONS THEREFOR IS ITS JOINING IN THE CREDIT
FACILITY CONTEMPLATED HEREIN WITH ALL OTHER BORROWERS.
CONSEQUENTLY, EACH
BORROWER HEREBY ASSUMES AND AGREES TO DISCHARGE ALL OBLIGATIONS OF EACH OF THE
OTHER BORROWERS.
(C)
THE LEAD
BORROWER SHALL ACT AS A CONDUIT FOR EACH BORROWER
(INCLUDING ITSELF, AS A "BORROWER") ON WHOSE BEHALF THE LEAD BORROWER HAS
REQUESTED A CREDIT
76
EXTENSION.
NEITHER THE ADMINISTRATIVE AGENT NOR ANY OTHER CREDIT PARTY SHALL
HAVE ANY OBLIGATION TO SEE TO THE APPLICATION OF SUCH PROCEEDS THEREFROM.
ARTICLE IV.
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
4.01
Conditions of Initial Credit Extension.
The obligation of the L/C
Issuer and each Lender to make its initial Credit Extension 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 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 ADMINISTRATIVE AGENT:
(I)
EXECUTED COUNTERPARTS OF THIS AGREEMENT SUFFICIENT IN NUMBER FOR
DISTRIBUTION TO THE ADMINISTRATIVE AGENT, EACH LENDER AND THE LEAD BORROWER;
(II)
A NOTE EXECUTED BY THE BORROWERS IN FAVOR OF EACH LENDER
REQUESTING A NOTE;
(III)
SUCH CERTIFICATES OF RESOLUTIONS OR OTHER ACTION, INCUMBENCY
CERTIFICATES AND/OR OTHER CERTIFICATES OF RESPONSIBLE OFFICERS OF EACH LOAN
PARTY AS THE ADMINISTRATIVE AGENT MAY REQUIRE EVIDENCING (A) THE AUTHORITY OF
EACH LOAN PARTY TO ENTER