OR PROCEEDING SHALL
HAVE COMMENCED AND BE CONTINUING AGAINST THE BORROWER OR ANY OF ITS SUBSIDIARIES
SINCE THE DATE OF THIS AGREEMENT WHICH HAS, OR WOULD REASONABLY BE EXPECTED TO
HAVE, A MATERIAL ADVERSE EFFECT.
(F) FEES AND EXPENSES.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED ALL FEES
AND OTHER AMOUNTS DUE AND PAYABLE ON OR PRIOR TO THE EFFECTIVE DATE, INCLUDING
FEES, CHARGES AND DISBURSEMENTS OF COUNSEL AND ALL OTHER OUT OF POCKET FEES AND
EXPENSES REQUIRED TO BE PAID OR REIMBURSED BY THE BORROWER (WHICH FEES, CHARGES
AND DISBURSEMENTS OF COUNSEL AND SUCH OTHER OUT OF POCKET FEES AND EXPENSES
SHALL BE LIMITED TO THOSE FOR WHICH INVOICES HAVE BEEN SUBMITTED PRIOR TO THE
EFFECTIVE DATE).
(G) CERTIFICATION.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A CERTIFICATE,
DATED THE EFFECTIVE DATE AND SIGNED BY A FINANCIAL OFFICER, CONFIRMING
COMPLIANCE WITH THE CONDITIONS SET FORTH IN PARAGRAPHS (B), (C), (D) AND (E) OF
THIS SECTION 3.01.
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(H) PATRIOT ACT.
THE BANKS SHALL HAVE RECEIVED ALL INFORMATION REQUIRED BY THE
PATRIOT ACT, INCLUDING THE IDENTITY OF THE BORROWER, THE NAME AND ADDRESS OF THE
BORROWER AND OTHER INFORMATION THAT WILL ALLOW THE ADMINISTRATIVE AGENT OR ANY
BANK, AS APPLICABLE, TO IDENTIFY THE BORROWER IN ACCORDANCE WITH THE PATRIOT
ACT.
SECTION 3.02.CONDITIONS PRECEDENT TO EACH BORROWING.
THE OBLIGATION OF EACH
BANK TO MAKE AN ADVANCE ON THE OCCASION OF ANY BORROWING SHALL BE SUBJECT TO THE
FURTHER CONDITIONS PRECEDENT THAT ON THE DATE OF SUCH BORROWING (A) IN THE CASE
OF THE INITIAL BORROWING THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED EVIDENCE
SATISFACTORY TO IT THAT THE COMMITMENTS OF THE LENDERS UNDER THE EXISTING CREDIT
AGREEMENT HAVE BEEN TERMINATED AND THAT ALL AMOUNTS OWING UNDER THE EXISTING
CREDIT AGREEMENT HAVE BEEN PAID IN FULL OR WILL BE PAID IN FULL SIMULTANEOUSLY
WITH THE MAKING OF (OR OUT OF THE PROCEEDS OF) THE INITIAL BORROWING, INCLUDING
WITHOUT LIMITATION SUCH AMOUNTS (IF ANY) AS MAY BE REQUIRED TO COMPENSATE EACH
BANK FOR ANY BREAK-FUNDING COSTS RESULTING FROM SUCH PAYMENT, (B) THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A NOTICE OF BORROWING IN ACCORDANCE
WITH SECTION 2.02 AND (C) THE FOLLOWING STATEMENTS SHALL BE TRUE (AND EACH OF
THE GIVING OF THE APPLICABLE NOTICE OF BORROWING AND THE ACCEPTANCE BY THE
BORROWER OF THE PROCEEDS OF SUCH BORROWING SHALL CONSTITUTE A REPRESENTATION AND
WARRANTY BY THE BORROWER THAT ON THE DATE OF SUCH BORROWING SUCH STATEMENTS ARE
TRUE):
(I) THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE V ARE TRUE AND
CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE DATE OF SUCH BORROWING, BEFORE
AND AFTER GIVING EFFECT TO SUCH BORROWING AND TO THE APPLICATION OF THE PROCEEDS
THEREFROM, AS THOUGH MADE ON AND AS OF SUCH DATE, EXCEPT TO THE EXTENT THAT SUCH
REPRESENTATIONS AND WARRANTIES REFER TO AN EARLIER DATE, IN WHICH CASE THEY
SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF SUCH EARLIER
DATE;
(II) NO EVENT HAS OCCURRED AND IS CONTINUING, OR WOULD RESULT FROM SUCH