be prepaid (or
purchased) other than on the last day of the Interest Period relating thereto,
(v) the replacement bank or institution, if not already a Lender, and the terms
and conditions of such replacement, shall be reasonably satisfactory to the
Administrative Agent, (vi) the replaced Lender shall be obligated to make such
replacement in accordance with the provisions of Section 13.3 (provided that the
Borrower shall be obligated to pay the processing fee referred to therein),
(vii) until such time as such replacement shall be consummated, the Borrower
shall continue to pay all amounts payable hereunder without setoff, deduction,
counterclaim or withholding and (viii) any such replacement shall not be deemed
to be a waiver of any rights which the Borrower, the Administrative Agent or any
other Lender shall have against the replaced Lender.
ARTICLE V
CONDITIONS PRECEDENT
5.1.
EFFECTIVE DATE. THIS AGREEMENT SHALL NOT
BECOME EFFECTIVE, AND THE LENDERS SHALL NOT BE REQUIRED TO MAKE THE INITIAL
ADVANCE HEREUNDER UNLESS (A) THE BORROWER SHALL HAVE PAID ALL FEES DUE AND
PAYABLE TO THE LENDERS AND THE ADMINISTRATIVE AGENT HEREUNDER, AND (B) THE
BORROWER SHALL HAVE COMPLIED WITH THE REQUIREMENTS BELOW AND FURNISHED TO THE
ADMINISTRATIVE AGENT, IN FORM AND SUBSTANCE SATISFACTORY TO EACH OF THE LENDERS
AND THEIR COUNSEL AND WITH SUFFICIENT COPIES FOR THE LENDERS, THE FOLLOWING:
(I)
THE DULY EXECUTED ORIGINALS OF THE LOAN DOCUMENTS, INCLUDING THE NOTES, PAYABLE
TO THE ORDER OF EACH OF THE LENDERS, THE GUARANTY, THE SUBSIDIARY GUARANTY, THE
ASSIGNMENTS OF MEMBERSHIP INTEREST, AND THIS AGREEMENT;
27
(II)
CERTIFIED COPIES OF THE ARTICLES OF INCORPORATION OF THE GENERAL PARTNER AND THE
CERTIFICATE OF LIMITED PARTNERSHIP OF THE BORROWER, BOTH WITH ALL AMENDMENTS AND
CERTIFIED BY THE APPROPRIATE GOVERNMENTAL OFFICER OF THE STATE OF INDIANA AS OF
A RECENT DATE, AS WELL AS ANY OTHER INFORMATION REQUIRED BY SECTION 326 OF THE
USA PATRIOT ACT OR NECESSARY FOR THE ADMINISTRATIVE AGENT OR ANY LENDER TO
VERIFY THE IDENTITY OF THE GENERAL PARTNER AND BORROWER AS REQUIRED BY
SECTION 326 OF THE USA PATRIOT ACT;
(III)
CERTIFICATES OF GOOD STANDING FOR THE GENERAL PARTNER AND THE BORROWER,
CERTIFIED BY THE APPROPRIATE GOVERNMENTAL OFFICER OF THE STATE OF INDIANA, AND
IF REQUESTED BY ADMINISTRATIVE AGENT, FOREIGN QUALIFICATION CERTIFICATES FOR THE
GENERAL PARTNER AND THE BORROWER, CERTIFIED BY THE APPROPRIATE GOVERNMENTAL
OFFICER, FOR EACH JURISDICTION WHERE THE FAILURE TO SO QUALIFY OR BE LICENSED
(IF REQUIRED) WOULD HAVE A MATERIAL ADVERSE EFFECT;
(IV)
COPIES,
CERTIFIED BY AN OFFICER OF THE GENERAL PARTNER, OF (1) ITS FORMATION DOCUMENTS
(INCLUDING BY-LAWS), TOGETHER WITH ALL AMENDMENTS THERETO, (2) THE FORMATION
DOCUMENTS (INCLUDING THE PARTNERSHIP AGREEMENT) OF THE BORROWER, TOGETHER WITH
ALL AMENDMENTS THERETO, AND (3) THE FORMATION DOCUMENTS OF EACH SUBSIDIARY
GUARANTOR, TOGETHER WITH ALL AMENDMENTS THERETO;
(V)
AN
INCUMBENCY CERTIFICATE, EXECUTED BY AN OFFICER OF THE GENERAL PARTNER, WHICH
SHALL IDENTIFY BY NAME AND TITLE AND BEAR THE SIGNATURE OF THE PERSONS
AUTHORIZED TO SIGN THE LOAN DOCUMENTS AND TO MAKE BORROWINGS HEREUNDER ON BEHALF
OF THE