PURCHASE THE ACQUIRED BUSINESS TO NOT BE SATISFIED AND (Y) THE
SPECIFIED REPRESENTATIONS.
FOR PURPOSES HEREOF, "SPECIFIED REPRESENTATIONS"
MEANS THE REPRESENTATIONS AND WARRANTIES OF HOLDINGS AND THE BORROWER AS TO THE
ACQUIRED BUSINESS SET FORTH IN SECTIONS 4.1(D), 4.1(E), 4.2(A)(II)(C), 4.4(B)
(OTHER THAN AS SET FORTH IN THE 363 SALE ORDER ISSUED BY THE BANKRUPTCY COURT),
4.10, 4.16 AND 4.17.
FOR CLARIFICATION PURPOSES, NOTHING CONTAINED IN THE PRIOR
SENTENCE SHALL AFFECT THE CONDITION THAT THE REPRESENTATIONS AND WARRANTIES SET
FORTH IN THE LOAN DOCUMENTS OF HOLDINGS AND THE BORROWER AS TO THE GROUP MEMBERS
(AS OPPOSED TO THE ACQUIRED BUSINESS) MUST BE TRUE AND CORRECT ON THE CLOSING
DATE.
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The representations and warranties set forth in any Notice of Borrowing,
Swingline Request or L/C Request (or any certificate delivered in connection
therewith) shall be deemed to be made again on and as of the date of the
relevant Loan or Issuance and the acceptance of the proceeds thereof or of the
delivery of the relevant Letter of Credit.
SECTION 3.3
DETERMINATIONS OF INITIAL BORROWING CONDITIONS.
FOR
PURPOSES OF DETERMINING COMPLIANCE WITH THE CONDITIONS SPECIFIED IN SECTION 3.1,
EACH LENDER SHALL BE DEEMED TO BE SATISFIED WITH EACH DOCUMENT AND EACH OTHER
MATTER REQUIRED TO BE SATISFACTORY TO SUCH LENDER UNLESS, PRIOR TO THE CLOSING
DATE, THE ADMINISTRATIVE AGENT RECEIVES NOTICE FROM SUCH LENDER SPECIFYING SUCH
LENDER'S OBJECTIONS AND SUCH LENDER HAS NOT MADE AVAILABLE ITS PRO RATA SHARE OF
ANY BORROWING SCHEDULED TO BE MADE ON THE CLOSING DATE.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES
To induce the Lenders, the L/C Issuers and the Administrative Agent to enter
into the Loan Documents, each of Holdings and the Borrower (and, to the extent
set forth in any other Loan Document, each other Loan Party) represents and
warrants to each of them each of the following on and as of each date applicable
pursuant to Section 3.2:
SECTION 4.1
CORPORATE EXISTENCE; COMPLIANCE WITH LAW.
EACH GROUP
MEMBER (A) IS DULY ORGANIZED, VALIDLY EXISTING AND, IF APPLICABLE, IN GOOD
STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS ORGANIZATION, (B) IS DULY
QUALIFIED TO DO BUSINESS AS A FOREIGN ENTITY AND IN GOOD STANDING UNDER THE LAWS
OF EACH JURISDICTION WHERE SUCH QUALIFICATION IS NECESSARY, EXCEPT WHERE THE
FAILURE TO BE SO QUALIFIED OR IN GOOD STANDING WOULD NOT, IN THE AGGREGATE,
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, (C) HAS ALL REQUISITE
CORPORATE OR SIMILAR POWER AND AUTHORITY TO OWN, AND OPERATE ITS PROPERTY AND TO
CONDUCT ITS BUSINESS AS NOW OR CURRENTLY PROPOSED TO BE CONDUCTED, (D) IS IN
COMPLIANCE WITH ALL APPLICABLE REQUIREMENTS OF LAW EXCEPT WHERE THE FAILURE TO
BE IN COMPLIANCE WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT AND (E) HAS ALL NECESSARY PERMITS FROM OR BY, HAS MADE ALL NECESSARY
FILINGS WITH, AND HAS GIVEN ALL NECESSARY NOTICES TO, EACH GOVERNMENTAL
AUTHORITY HAVING JURISDICTION, TO THE EXTENT REQUIRED FOR SUCH OWNERSHIP,
OPERATION OR CONDUCT OF BUSINESS, EXCEPT WHERE THE FAILURE