WITH THE TRANSACTIONS
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CONTEMPLATED BY THE LOAN DOCUMENTS, AND EACH OF THE FOREGOING SHALL BE IN FULL
FORCE AND EFFECT AND IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT AND THE LENDERS.
ALL APPLICABLE WAITING PERIODS SHALL HAVE
EXPIRED WITHOUT ANY ACTION BEING TAKEN OR THREATENED BY ANY COMPETENT AUTHORITY
WHICH WOULD RESTRAIN, PREVENT OR OTHERWISE IMPOSE MATERIAL ADVERSE CONDITIONS ON
THE TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS OR THE FINANCING THEREOF AND
NO ACTION, REQUEST FOR STAY, PETITION FOR REVIEW OR REHEARING, RECONSIDERATION,
OR APPEAL WITH RESPECT TO ANY OF THE FOREGOING SHALL BE PENDING, AND THE TIME
FOR ANY APPLICABLE AGENCY TO TAKE ACTION TO SET ASIDE ITS CONSENT ON ITS OWN
MOTION SHALL HAVE EXPIRED.
(II)
EACH OF THE LENDERS SHALL HAVE RECEIVED, AT LEAST TWO
(2) BUSINESS DAYS IN ADVANCE OF THE EFFECTIVE DATE, ALL DOCUMENTATION AND OTHER
INFORMATION REQUIRED BY GOVERNMENTAL AUTHORITIES UNDER APPLICABLE
"KNOW-YOUR-CUSTOMER" AND ANTI-MONEY LAUNDERING RULES AND REGULATIONS, INCLUDING
AS REQUIRED BY THE UNITING AND STRENGTHENING AMERICA BY PROVIDING APPROPRIATE
TOOLS REQUIRED TO INTERCEPT AND OBSTRUCT TERRORISM (USA PATRIOT ACT) ACT OF
2001.
F.
MATERIAL ADVERSE EFFECT.
SINCE DECEMBER 31, 2004, THERE SHALL
NOT HAVE OCCURRED A MATERIAL ADVERSE EFFECT.
G.
NO LITIGATION.
(I) NO ACTION, SUIT, INVESTIGATION, LITIGATION,
ARBITRATION OR PROCEEDING (WHETHER ADMINISTRATIVE, JUDICIAL OR OTHERWISE)
AFFECTING THE BORROWER OR ANY OF ITS SUBSIDIARIES SHALL BE PENDING OR THREATENED
BEFORE ANY COURT, GOVERNMENTAL AUTHORITY OR ARBITRATOR THAT COULD BE REASONABLY
EXPECTED TO, INDIVIDUALLY OR IN THE AGGREGATE, (A) HAVE A MATERIAL ADVERSE
EFFECT, OTHER THAN THE MATTERS SET FORTH IN THE BORROWER'S FILINGS WITH THE
SECURITIES AND EXCHANGE COMMISSION PRIOR TO THE EFFECTIVE DATE (THE "DISCLOSED
LITIGATION"), (B) MATERIALLY IMPAIR THE TRANSACTIONS CONTEMPLATED BY THE LOAN
DOCUMENTS OR (C) IN ANY MANNER CALL INTO QUESTION OR CHALLENGE THIS AGREEMENT OR
THE MAKING OF THE LOANS AND (II) NO MATERIAL ADVERSE CHANGE IN THE STATUS, OR
FINANCIAL EFFECT ON THE BORROWER OR ANY OF ITS SUBSIDIARIES, OF THE DISCLOSED
LITIGATION FROM THAT DESCRIBED IN THE BORROWER'S FILINGS WITH THE SECURITIES AND
EXCHANGE COMMISSION PRIOR TO THE EFFECTIVE DATE SHALL HAVE OCCURRED.
3.2
Conditions Precedent to each Credit Extension.
Subject to Section 11, the obligations of Lenders to make any Credit Extension
hereunder, including any Credit Extension made on the Effective Date, are
subject to the satisfaction of the following conditions:
A.
NOTICE OF BORROWING.
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED, IN ACCORDANCE WITH THE PROVISIONS OF SECTION 2.1B, ORIGINALLY EXECUTED
NOTICE(S) OF BORROWING SIGNED BY THE APPLICABLE CREDIT PARTY.
B.
OUTSTANDING AMOUNTS.
AFTER GIVING EFFECT TO THE MAKING OF SUCH
CREDIT EXTENSIONS, (I) THE TOTAL UTILIZATION OF COMMITMENTS THEN IN EFFECT SHALL
NOT EXCEED THE COMMITMENTS THEN IN EFFECT AND (II) THE AGGREGATE DOLLAR AMOUNT
OF ALTERNATIVE CURRENCY LOANS SHALL NOT EXCEED THE ALTERNATIVE CURRENCY
SUBLIMIT.
C.
REPRESENTATIONS AND WARRANTIES.
THE REPRESENTATIONS AND
WARRANTIES CONTAINED HEREIN (EXCLUDING, EXCEPT ON THE EFFECTIVE DATE, THE
REPRESENTATIONS AND WARRANTIES MADE IN THE
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LAST SENTENCE OF SECTION 4.4 (FINANCIAL CONDITION),