ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A NOTICE OF SUCH BORROWING AS
REQUIRED BY SECTION 2.03 (OR SUCH NOTICE SHALL HAVE BEEN DEEMED GIVEN IN
ACCORDANCE WITH SECTION 2.03) OR, IN THE CASE OF THE ISSUANCE, AMENDMENT,
EXTENSION OR RENEWAL OF A LETTER OF CREDIT, THE ISSUING BANK AND THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A NOTICE REQUESTING THE ISSUANCE,
AMENDMENT, EXTENSION OR RENEWAL OF SUCH LETTER OF CREDIT AS REQUIRED BY
SECTION 2.23(B) OR, IN THE CASE OF THE BORROWING OF A SWINGLINE LOAN, THE
SWINGLINE LENDER AND THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A NOTICE
REQUESTING SUCH SWINGLINE LOAN AS REQUIRED BY SECTION 2.22(B).
(B)
THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE III HEREOF AND IN
EACH OTHER LOAN DOCUMENT SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON
AND AS OF THE DATE OF SUCH CREDIT EVENT WITH THE SAME EFFECT AS THOUGH MADE ON
AND AS OF SUCH DATE, EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES
EXPRESSLY RELATE TO AN EARLIER DATE.
(C)
AT THE TIME OF AND IMMEDIATELY AFTER SUCH CREDIT EVENT, NO EVENT OF DEFAULT
OR DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING.
Each Credit Event shall be deemed to constitute a representation and warranty by
the Borrower and Holdings on the date of such Credit Event as to the matters
specified in paragraphs (b) and (c) of this Section 4.01.
54
SECTION 4.02.
RESTATEMENT DATE.
ON THE RESTATEMENT DATE:
(A)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED, ON BEHALF OF ITSELF, THE
LENDERS AND THE ISSUING BANK, A FAVORABLE WRITTEN OPINION OF (I) DEAN E.
MILLER, ESQ., ASSISTANT GENERAL COUNSEL- CORPORATE OF THE BORROWER,
SUBSTANTIALLY TO THE EFFECT SET FORTH IN EXHIBIT E-1, AND (II) SIMPSON THACHER &
BARTLETT LLP, COUNSEL FOR HOLDINGS AND THE BORROWER, SUBSTANTIALLY TO THE EFFECT
SET FORTH IN EXHIBIT E-2, IN EACH CASE (A) DATED THE RESTATEMENT DATE,
(B) ADDRESSED TO THE ISSUING BANK, THE ADMINISTRATIVE AGENT AND THE LENDERS, AND
(C) COVERING SUCH OTHER MATTERS RELATING TO THE LOAN DOCUMENTS AND THE AMENDMENT
TRANSACTIONS AS THE ADMINISTRATIVE AGENT SHALL REASONABLY REQUEST, AND HOLDINGS
AND THE BORROWER HEREBY REQUEST SUCH COUNSEL TO DELIVER SUCH OPINIONS.
(B)
ALL LEGAL MATTERS INCIDENT TO THIS AGREEMENT, THE BORROWINGS AND EXTENSIONS
OF CREDIT HEREUNDER AND THE OTHER LOAN DOCUMENTS SHALL BE REASONABLY
SATISFACTORY TO THE LENDERS, TO THE ISSUING BANK AND TO THE ADMINISTRATIVE AGENT
AND, TO THE EXTENT REQUESTED, THE LENDERS SHALL HAVE RECEIVED ALL DOCUMENTATION
AND OTHER INFORMATION REQUIRED BY BANK REGULATORY AUTHORITIES UNDER APPLICABLE
"KNOW YOUR CUSTOMER" AND ANTI-MONEY LAUNDERING RULES AND REGULATIONS, INCLUDING
THE USA PATRIOT ACT.
(C)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A CERTIFICATE, DATED THE
RESTATEMENT DATE AND SIGNED BY THE SECRETARY OR ASSISTANT SECRETARY OF EACH OF
HOLDINGS AND THE BORROWER, CERTIFYING THAT, EXCEPT AS SET FORTH ON ANY SCHEDULE
ATTACHED THERETO, (I) THE CERTIFICATE OR ARTICLES OF INCORPORATION OF EACH LOAN
PARTY PREVIOUSLY DELIVERED ON THE FIRST RESTATEMENT DATE (OR SUCH LATER DATE ON
WHICH SUCH PERSON BECAME A LOAN PARTY)