LOANS AND (B) ALL AFFECTED LOANS WHICH WOULD
OTHERWISE BE MADE BY
53
SUCH LENDER SHALL BE MADE INSTEAD AS ABR LOANS (AND, IF SUCH LENDER SO REQUESTS
BY NOTICE TO THE BORROWER AND THE ADMINISTRATIVE AGENT, ALL AFFECTED LOANS OF
SUCH LENDER THEN OUTSTANDING SHALL BE AUTOMATICALLY CONVERTED INTO ABR LOANS ON
THE DATE SPECIFIED BY SUCH LENDER IN SUCH NOTICE) AND, TO THE EXTENT THAT
AFFECTED LOANS ARE SO MADE AS (OR CONVERTED INTO) ABR LOANS, ALL PAYMENTS OF
PRINCIPAL WHICH WOULD OTHERWISE BE APPLIED TO SUCH LENDER'S AFFECTED LOANS SHALL
BE APPLIED INSTEAD TO ITS ABR LOANS.
ARTICLE VI
CONDITIONS PRECEDENT
SECTION 6.01
EFFECTIVE DATE.
THE OBLIGATIONS OF THE LENDERS TO MAKE
LOANS AND OF THE ISSUING BANK TO ISSUE LETTERS OF CREDIT HEREUNDER SHALL NOT
BECOME EFFECTIVE UNTIL THE DATE ON WHICH EACH OF THE FOLLOWING CONDITIONS IS
SATISFIED (OR WAIVED IN ACCORDANCE WITH SECTION 12.02):
(A)
THE ADMINISTRATIVE AGENT, THE ARRANGER AND THE LENDERS SHALL HAVE
RECEIVED ALL COMMITMENT, FACILITY AND AGENCY FEES AND ALL OTHER FEES AND AMOUNTS
DUE AND PAYABLE ON OR PRIOR TO THE EFFECTIVE DATE, INCLUDING, TO THE EXTENT
INVOICED, REIMBURSEMENT OR PAYMENT OF ALL OUT-OF-POCKET EXPENSES REQUIRED TO BE
REIMBURSED OR PAID BY THE BORROWER HEREUNDER (INCLUDING, WITHOUT LIMITATION, THE
FEES AND EXPENSES OF VINSON & ELKINS L.L.P., COUNSEL TO THE ADMINISTRATIVE
AGENT).
(B)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A CERTIFICATE OF THE
SECRETARY OR AN ASSISTANT SECRETARY OF THE BORROWER AND EACH GUARANTOR SETTING
FORTH (I) RESOLUTIONS OF ITS BOARD OF DIRECTORS WITH RESPECT TO THE
AUTHORIZATION OF THE BORROWER OR SUCH GUARANTOR TO EXECUTE AND DELIVER THE LOAN
DOCUMENTS TO WHICH IT IS A PARTY AND TO ENTER INTO THE TRANSACTIONS CONTEMPLATED
IN THOSE DOCUMENTS, (II) THE OFFICERS OF THE BORROWER OR SUCH GUARANTOR (Y) WHO
ARE AUTHORIZED TO SIGN THE LOAN DOCUMENTS TO WHICH THE BORROWER OR SUCH
GUARANTOR IS A PARTY AND (Z) WHO WILL, UNTIL REPLACED BY ANOTHER OFFICER OR
OFFICERS DULY AUTHORIZED FOR THAT PURPOSE, ACT AS ITS REPRESENTATIVE FOR THE
PURPOSES OF SIGNING DOCUMENTS AND GIVING NOTICES AND OTHER COMMUNICATIONS IN
CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY,
(III) SPECIMEN SIGNATURES OF SUCH AUTHORIZED OFFICERS, AND (IV) THE
ORGANIZATIONAL DOCUMENTS OF THE BORROWER AND SUCH GUARANTOR, CERTIFIED AS BEING
TRUE AND COMPLETE.
THE ADMINISTRATIVE AGENT AND THE LENDERS MAY CONCLUSIVELY
RELY ON SUCH CERTIFICATE UNTIL THE ADMINISTRATIVE AGENT RECEIVES NOTICE IN
WRITING FROM THE BORROWER TO THE CONTRARY.
(C)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED CERTIFICATES OF THE
APPROPRIATE STATE AGENCIES WITH RESPECT TO THE EXISTENCE, QUALIFICATION AND GOOD
STANDING OF THE BORROWER AND EACH GUARANTOR.
(D)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A COMPLIANCE
CERTIFICATE WHICH SHALL BE SUBSTANTIALLY IN THE FORM OF EXHIBIT D, DULY AND
PROPERLY EXECUTED BY A RESPONSIBLE OFFICER AND DATED AS OF THE DATE OF EFFECTIVE
DATE.
(E)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED FROM EACH PARTY
HERETO COUNTERPARTS (IN SUCH NUMBER AS MAY BE REQUESTED BY THE ADMINISTRATIVE
AGENT) OF THIS AGREEMENT