WOULD NOT SUBJECT SUCH LENDER OR THE L/C ISSUER, AS THE CASE MAY BE, TO
ANY UNREIMBURSED COST OR EXPENSE AND WOULD NOT OTHERWISE BE DISADVANTAGEOUS TO
SUCH LENDER OR THE L/C ISSUER, AS THE CASE MAY BE.
THE BORROWERS HEREBY AGREE
TO PAY ALL REASONABLE COSTS AND EXPENSES INCURRED BY ANY LENDER OR THE L/C
ISSUER IN CONNECTION WITH ANY SUCH DESIGNATION OR ASSIGNMENT.
(B)
REPLACEMENT OF LENDERS.
IF ANY LENDER REQUESTS COMPENSATION UNDER
SECTION 3.04 OR IS UNABLE TO LEND UNDER SECTION 3.02, OR IF THE 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 10.14.
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, and resignation of the Administrative Agent.
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
BORROWERS, 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, THE INTERCREDITOR
AGREEMENT AND THE SECURITY DOCUMENTS, SUFFICIENT IN NUMBER FOR DISTRIBUTION TO
THE ADMINISTRATIVE AGENT, EACH LENDER AND THE BORROWERS;
65
(II)
A NOTE EXECUTED BY THE BORROWERS IN FAVOR OF EACH LENDER
REQUESTING A NOTE;
(III)
EVIDENCE THAT THE SECURITY DOCUMENTS SHALL BE EFFECTIVE TO CREATE
IN FAVOR OF THE ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE LENDERS A LEGAL,
VALID AND ENFORCEABLE FIRST SECURITY INTEREST AND LIEN UPON THE COLLATERAL, AND
IN CONNECTION THEREWITH THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED ALL SUCH
EVIDENCE OF THE COMPLETION OF ALL ACTIONS, RECORDINGS AND FILINGS OF OR WITH
RESPECT TO THE SECURITY DOCUMENTS THAT THE ADMINISTRATIVE AGENT MAY DEEM
NECESSARY OR DESIRABLE IN ORDER TO PERFECT THE LIENS CREATED THEREBY;
(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 REASONABLY REQUIRE EVIDENCING THE IDENTITY,
AUTHORITY AND CAPACITY OF EACH RESPONSIBLE OFFICER THEREOF AUTHORIZED TO ACT AS
A RESPONSIBLE OFFICER IN CONNECTION WITH THIS AGREEMENT, THE SECURITY DOCUMENTS
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 BORROWER IS VALIDLY EXISTING, IN GOOD STANDING AND QUALIFIED TO
ENGAGE IN BUSINESS IN EACH JURISDICTION WHERE ITS OWNERSHIP, LEASE OR