OR COMMITMENT PURSUANT TO THIS
SECTION SHALL BE MADE IN ACCORDANCE WITH SECTION 12.3 AND SECTION 3.4, IF
APPLICABLE.
ARTICLE IV
CONDITIONS PRECEDENT
4.1
EFFECTIVENESS.
THIS AGREEMENT SHALL BECOME
EFFECTIVE WHEN THE BORROWER HAS FURNISHED EACH OF THE FOLLOWING TO THE AGENT
WITH SUFFICIENT COPIES FOR THE LENDERS:
(A)
COPIES OF THE ARTICLES OF INCORPORATION OF
THE BORROWER, TOGETHER WITH ALL AMENDMENTS, AND A CERTIFICATE OF GOOD STANDING,
EACH CERTIFIED BY THE APPROPRIATE GOVERNMENTAL OFFICER IN ITS JURISDICTION OF
INCORPORATION.
(B)
COPIES, CERTIFIED BY THE SECRETARY OR
ASSISTANT SECRETARY OF THE BORROWER, OF ITS BY-LAWS AND OF ITS BOARD OF
DIRECTORS' RESOLUTIONS AND OF RESOLUTIONS OR ACTIONS OF ANY OTHER BODY
AUTHORIZING THE EXECUTION OF THE LOAN DOCUMENTS TO WHICH THE BORROWER IS A
PARTY.
(C)
AN INCUMBENCY CERTIFICATE, EXECUTED BY THE
SECRETARY OR ASSISTANT SECRETARY OF THE BORROWER, WHICH SHALL IDENTIFY BY NAME
AND TITLE AND BEAR THE SIGNATURES OF THE AUTHORIZED OFFICERS AND ANY OTHER
OFFICERS OF THE BORROWER AUTHORIZED TO SIGN THE LOAN
23
DOCUMENTS TO WHICH THE BORROWER IS A PARTY, UPON WHICH CERTIFICATE THE AGENT AND
THE LENDERS SHALL BE ENTITLED TO RELY UNTIL INFORMED OF ANY CHANGE IN WRITING BY
THE BORROWER.
(D)
A CERTIFICATE, SIGNED BY THE TWO AUTHORIZED
OFFICERS OF THE BORROWER, STATING THAT ON THE RESTATEMENT DATE NO DEFAULT OR
UNMATURED DEFAULT HAS OCCURRED AND IS CONTINUING.
(E)
A WRITTEN OPINION OF MARY BETH NEBEL,
ESQUIRE, COUNSEL TO BORROWER, IN FORM AND SUBSTANCE ACCEPTABLE TO THE AGENT AND
ITS COUNSEL.
(F)
EXECUTED ORIGINALS OF THIS AGREEMENT, THE
NOTE, AND ALL OTHER LOAN DOCUMENTS, TOGETHER WITH ALL SCHEDULES, EXHIBITS,
CERTIFICATES, INSTRUMENTS, OPINIONS, DOCUMENTS AND FINANCIAL STATEMENTS REQUIRED
TO BE DELIVERED PURSUANT HERETO AND THERETO.
(G)
EVIDENCE THAT THE JPMCB CREDIT AGREEMENT AND
THE REAFFIRMATION AND AMENDMENT AGREEMENT (INTERCREDITOR AGREEMENT) DATED AS OF
THE DATE HEREOF AMONG JPMCB, LASALLE AND THE BORROWER HAVE BECOME EFFECTIVE.
(H)
SUCH OTHER DOCUMENTS AS ANY LENDER OR ITS
COUNSEL MAY HAVE REASONABLY REQUESTED.
4.2
EACH ADVANCE.
THE LENDERS SHALL NOT BE
REQUIRED TO MAKE ANY ADVANCE UNLESS ON THE APPLICABLE BORROWING DATE:
(A)
THERE EXISTS NO DEFAULT OR UNMATURED
DEFAULT.
(B)
THE REPRESENTATIONS AND WARRANTIES CONTAINED
IN ARTICLE V ARE TRUE AND CORRECT AS OF SUCH BORROWING DATE EXCEPT TO THE EXTENT
ANY SUCH REPRESENTATION OR WARRANTY IS STATED TO RELATE SOLELY TO AN EARLIER
DATE, IN WHICH CASE SUCH REPRESENTATION OR WARRANTY SHALL HAVE BEEN TRUE AND
CORRECT ON AND AS OF SUCH EARLIER DATE.
(C)
THE AGGREGATE PRINCIPAL AMOUNT OF THE
OUTSTANDING ADVANCES HEREUNDER, AFTER GIVING EFFECT TO THE PROPOSED ADVANCE,
WOULD NOT EXCEED THE PRINCIPAL AMOUNT OUTSTANDING UNDER THE JPMCB CREDIT
FACILITY (AFTER GIVING EFFECT TO ANY CONCURRENT BORROWING PROPOSED TO BE MADE
THEREUNDER).
(D)
ALL LEGAL MATTERS INCIDENT TO THE MAKING OF
SUCH ADVANCE SHALL BE SATISFACTORY TO THE LENDERS AND THEIR COUNSEL.
Each Borrowing Notice with respect to each such Advance shall constitute a
representation and warranty by the Borrower that the conditions contained in
Sections 4.2(a), (b) and (c) have