REPLACEMENT OF LENDERS.
IF ANY LENDER REQUESTS COMPENSATION UNDER
SECTION 3.04, 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 10.13.
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.
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 FACSIMILES (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 SATISFACTORY TO THE ADMINISTRATIVE AGENT AND EACH OF THE
LENDERS:
(I)
EXECUTED COUNTERPARTS OF THIS AGREEMENT AND THE GUARANTY,
SUFFICIENT IN NUMBER FOR DISTRIBUTION TO THE ADMINISTRATIVE AGENT, EACH LENDER
AND THE BORROWERS;
(II)
A NOTE EXECUTED BY THE BORROWERS IN FAVOR OF EACH LENDER
REQUESTING A NOTE;
(III)
A SECURITY AGREEMENT, IN SUBSTANTIALLY THE FORM OF EXHIBIT G
(TOGETHER WITH EACH OTHER SECURITY AGREEMENT AND SECURITY AGREEMENT SUPPLEMENT
DELIVERED PURSUANT TO SECTION 6.12, IN EACH CASE AS AMENDED, THE "SECURITY
AGREEMENT"), DULY EXECUTED BY EACH LOAN PARTY, TOGETHER WITH:
(A)
ACKNOWLEDGMENT COPIES OF PROPER FINANCING STATEMENTS, DULY FILED ON
OR BEFORE THE DAY OF THE INITIAL
CREDIT EXTENSION UNDER THE UNIFORM COMMERCIAL
CODE OF ALL JURISDICTIONS THAT THE ADMINISTRATIVE AGENT MAY DEEM NECESSARY OR
DESIRABLE IN ORDER TO PERFECT THE LIENS CREATED UNDER THE SECURITY AGREEMENT,
COVERING THE COLLATERAL DESCRIBED IN THE SECURITY AGREEMENT,
(B)
COMPLETED REQUESTS FOR INFORMATION, DATED ON OR BEFORE THE DATE OF
THE INITIAL CREDIT EXTENSION, LISTING THE FINANCING STATEMENTS REFERRED TO IN
CLAUSE (B) ABOVE AND ALL OTHER EFFECTIVE FINANCING STATEMENTS FILED IN THE
JURISDICTIONS REFERRED TO IN CLAUSE (A) ABOVE THAT NAME ANY LOAN PARTY AS
DEBTOR, TOGETHER WITH COPIES OF SUCH OTHER FINANCING STATEMENTS, AND
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(C)
EVIDENCE OF THE COMPLETION OF ALL OTHER ACTIONS, RECORDINGS AND
FILINGS OF OR WITH RESPECT TO THE SECURITY AGREEMENT THAT THE ADMINISTRATIVE
AGENT MAY DEEM NECESSARY OR DESIRABLE IN ORDER TO PERFECT THE LIENS CREATED
THEREBY;
(IV)
THE PLEDGE AGREEMENT, DULY EXECUTED BY EACH BORROWER AND EACH
SUBSIDIARY THAT HOLDS THE CAPITAL STOCK OF A SUBSIDIARY, COVERING ALL PRESENT
AND FUTURE SHARES OF CAPITAL STOCK OF (OR OTHER OWNERSHIP OR PROFIT INTERESTS
IN) EACH OF ITS PRESENT AND FUTURE SUBSIDIARIES (LIMITED, IN THE CASE OF EACH
ENTITY THAT IS A "CONTROLLED FOREIGN CORPORATION" UNDER SECTION 957 OF THE
INTERNAL REVENUE CODE, TO A PLEDGE OF 66% OF THE CAPITAL STOCK OF EACH SUCH
FIRST-TIER FOREIGN SUBSIDIARY TO THE EXTENT