AN EVENT, SUCH
LENDER SHALL, WITH RESPECT TO COMPENSATION PAYABLE UNDER SECTIONS 3.1, 3.2, 3.4
OR 3.5 IN RESPECT OF ANY COSTS RESULTING FROM SUCH EVENT, ONLY BE ENTITLED TO
PAYMENT FOR COSTS INCURRED FROM AND AFTER THE DATE 45 DAYS PRIOR TO THE DATE
THAT SUCH LENDER DOES GIVE SUCH NOTICE.
TOGETHER WITH EACH NOTICE REQUIRED BY
THE PREVIOUS SENTENCE, ANY LENDER REQUESTING COMPENSATION SHALL DELIVER A
CERTIFICATE OF SUCH LENDER TO THE BORROWER (WITH A COPY TO THE AGENT) AS TO THE
AMOUNT DUE, IF ANY, UNDER SECTION 3.1, 3.2, 3.4 OR 3.5.
SUCH WRITTEN
CERTIFICATE SHALL (I) SET FORTH IN REASONABLE DETAIL THE CALCULATIONS UPON WHICH
SUCH LENDER DETERMINED SUCH AMOUNT AND SHALL BE FINAL, CONCLUSIVE AND BINDING ON
THE BORROWER IN THE ABSENCE OF MANIFEST ERROR AND (II) SET FORTH THAT IT IS THE
POLICY OR GENERAL PRACTICE OF SUCH LENDER TO REQUEST COMPENSATION FOR COMPARABLE
COSTS IN SIMILAR CIRCUMSTANCES UNDER COMPARABLE PROVISIONS OF OTHER CREDIT
AGREEMENTS FOR COMPARABLE CUSTOMERS.
DETERMINATION OF AMOUNTS PAYABLE UNDER
SUCH SECTIONS IN CONNECTION WITH A EURODOLLAR LOAN SHALL BE CALCULATED AS THOUGH
EACH LENDER FUNDED ITS EURODOLLAR LOAN THROUGH
42
THE PURCHASE OF A DEPOSIT OF THE TYPE, CURRENCY AND MATURITY CORRESPONDING TO
THE DEPOSIT USED AS A REFERENCE IN DETERMINING THE EURODOLLAR RATE APPLICABLE TO
SUCH REVOLVING LOAN, WHETHER IN FACT THAT IS THE CASE OR NOT.
UNLESS OTHERWISE
PROVIDED HEREIN, THE AMOUNT SPECIFIED IN THE WRITTEN CERTIFICATE OF ANY LENDER
SHALL BE PAYABLE WITHIN FIFTEEN (15) DAYS AFTER RECEIPT BY THE BORROWER OF SUCH
WRITTEN CERTIFICATE.
THE OBLIGATIONS OF THE BORROWER UNDER SECTIONS 3.1, 3.2,
3.4 AND 3.5 SHALL SURVIVE PAYMENT OF THE OBLIGATIONS AND TERMINATION OF THIS
AGREEMENT.
3.7.
ALTERNATIVE LENDING INSTALLATION.
TO THE EXTENT REASONABLY
POSSIBLE, EACH LENDER SHALL DESIGNATE AN ALTERNATE LENDING INSTALLATION WITH
RESPECT TO ITS EURODOLLAR LOANS TO REDUCE ANY LIABILITY OF THE BORROWER TO SUCH
LENDER UNDER SECTIONS 3.1, 3.2 AND 3.5 OR TO AVOID THE UNAVAILABILITY OF
EURODOLLAR ADVANCES UNDER SECTION 3.3, SO LONG AS SUCH DESIGNATION IS NOT, IN
THE JUDGMENT OF SUCH LENDER, REASONABLY DISADVANTAGEOUS TO SUCH LENDER.
A
LENDER'S DESIGNATION OF AN ALTERNATIVE LENDING INSTALLATION SHALL NOT AFFECT THE
BORROWER'S RIGHTS UNDER SECTION 2.19 TO REPLACE A LENDER.
ARTICLE IV
CONDITIONS PRECEDENT
4.1.
EFFECTIVENESS OF COMMITMENTS.
THIS AGREEMENT SHALL NOT BECOME
EFFECTIVE, NOR SHALL ANY LENDER BE REQUIRED TO MAKE ANY CREDIT EXTENSION
HEREUNDER, UNLESS ALL LEGAL MATTERS INCIDENT TO THE MAKING OF THE INITIAL CREDIT
EXTENSION SHALL BE SATISFACTORY TO THE LENDERS AND THEIR COUNSEL AND ON OR
BEFORE OCTOBER 31, 2005 THE FOLLOWING CONDITIONS PRECEDENT HAVE BEEN SATISFIED
OR WAIVED BY THE REQUIRED LENDERS AND THE BORROWER HAS FURNISHED TO THE AGENT
WITH SUFFICIENT COPIES FOR THE LENDERS:
4.1.1
COPIES OF THE ARTICLES OR CERTIFICATE OF INCORPORATION (OR THE EQUIVALENT
THEREOF) OF EACH CREDIT PARTY, IN EACH CASE, TOGETHER WITH ALL AMENDMENTS
THERETO, AND A CERTIFICATE OF GOOD STANDING, EACH CERTIFIED BY THE APPROPRIATE
GOVERNMENTAL OFFICER IN ITS JURISDICTION OF ORGANIZATION.
4.1.2
COPIES, CERTIFIED BY