10.16.
3.07
SURVIVAL. ALL OF THE BORROWER'S 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 EACH LENDER TO MAKE ITS INITIAL CREDIT EXTENSION HEREUNDER IS
SUBJECT TO SATISFACTION OF THE FOLLOWING CONDITIONS PRECEDENT IN FORM AND
SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT:
(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 ITS LEGAL COUNSEL:
(I)
EXECUTED COUNTERPARTS OF THIS AGREEMENT
AND THE GUARANTY, SUFFICIENT IN NUMBER FOR DISTRIBUTION TO THE ADMINISTRATIVE
AGENT, EACH LENDER AND THE BORROWER;
(II)
REVOLVING LOAN NOTES EXECUTED BY THE
BORROWER IN FAVOR OF EACH LENDER REQUESTING A REVOLVING LOAN NOTE, EACH IN A
PRINCIPAL AMOUNT EQUAL TO SUCH LENDER'S COMMITMENT;
(III)
A SWING LINE NOTE EXECUTED BY THE BORROWER
IN FAVOR OF THE SWING LINE LENDER, IN A PRINCIPAL AMOUNT EQUAL TO THE SWING LINE
SUBLIMIT;
(IV)
SUCH CERTIFICATES OF RESOLUTIONS OR OTHER
ACTION, INCUMBENCY CERTIFICATES AND/OR OTHER CERTIFICATES OF RESPONSIBLE
OFFICERS OF EACH LOAN PARTY AS THE ADMINISTRATIVE AGENT MAY REQUIRE EVIDENCING
THE IDENTITY, AUTHORITY AND CAPACITY OF EACH RESPONSIBLE OFFICER THEREOF
AUTHORIZED TO ACT AS A RESPONSIBLE OFFICER IN CONNECTION WITH THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS TO WHICH SUCH LOAN PARTY IS A PARTY;
(V)
SUCH DOCUMENTS AND CERTIFICATIONS AS THE
ADMINISTRATIVE AGENT MAY REASONABLY REQUIRE TO EVIDENCE THAT EACH LOAN PARTY IS
DULY ORGANIZED OR FORMED, AND THAT EACH LOAN PARTY IS VALIDLY EXISTING, IN GOOD
STANDING AND QUALIFIED TO ENGAGE IN BUSINESS IN EACH JURISDICTION WHERE ITS
OWNERSHIP, LEASE OR OPERATION OF PROPERTIES OR THE CONDUCT OF
58
ITS BUSINESS REQUIRES SUCH QUALIFICATION, EXCEPT TO THE EXTENT THAT FAILURE TO
DO SO COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT;
(VI)
A FAVORABLE OPINION OF SNELL & WILMER, L.L.P.,
COUNSEL TO THE LOAN PARTIES (AND LOCAL COUNSEL FOR EACH LOAN PARTY THAT IS
ORGANIZED UNDER THE LAWS OF OTHER THAN ARIZONA, CALIFORNIA AND NEVADA),
ADDRESSED TO THE ADMINISTRATIVE AGENT AND EACH LENDER, AS TO THE MATTERS SET
FORTH IN EXHIBIT G AND SUCH OTHER MATTERS CONCERNING THE LOAN PARTIES AND THE
LOAN DOCUMENTS AS THE REQUIRED LENDERS MAY REASONABLY REQUEST;
(VII)
A CERTIFICATE OF A RESPONSIBLE OFFICER OF EACH
LOAN PARTY EITHER (A) ATTACHING COPIES OF ALL CONSENTS, LICENSES AND APPROVALS
REQUIRED IN CONNECTION WITH THE EXECUTION, DELIVERY AND PERFORMANCE BY SUCH LOAN
PARTY AND THE VALIDITY AGAINST SUCH LOAN PARTY OF THE LOAN DOCUMENTS TO WHICH IT
IS A PARTY, AND SUCH CONSENTS, LICENSES AND APPROVALS SHALL BE IN FULL FORCE AND
EFFECT, OR (B) STATING THAT NO