PRIOR TO THE MAKING OF EACH SWINGLINE LOAN, THE SWINGLINE
LENDER SHALL HAVE RECEIVED THE NOTICE REFERRED TO IN SECTION 1.03(B)(I).
37
(II)
PRIOR TO THE ISSUANCE OF EACH LETTER OF
CREDIT, THE ADMINISTRATIVE AGENT AND THE RESPECTIVE LETTER OF CREDIT ISSUER
SHALL HAVE RECEIVED A LETTER OF CREDIT REQUEST MEETING THE REQUIREMENTS OF
SECTION 2.03(A).
The acceptance of the benefits of each Credit Event (other than a Mandatory
Borrowing) shall constitute a representation and warranty by Holdings and the
Borrower to the Administrative Agent and each of the Lenders that all the
conditions specified in Section 5.01 (with respect to Credit Events on the
Restatement Effective Date) and in this Section 5.02 (with respect to Credit
Events on and after the Restatement Effective Date) and applicable to such
Credit Event are satisfied as of that time.
SECTION 6.
REPRESENTATIONS, WARRANTIES AND AGREEMENTS.
IN ORDER TO INDUCE THE
LENDERS TO ENTER INTO THIS AGREEMENT AND TO MAKE THE LOANS AND ISSUE AND/OR
PARTICIPATE IN LETTERS OF CREDIT PROVIDED FOR HEREIN, EACH OF HOLDINGS AND THE
BORROWER MAKES THE FOLLOWING REPRESENTATIONS AND WARRANTIES TO AND AGREEMENTS
WITH THE LENDERS (IN EACH CASE AFTER GIVING EFFECT TO THE TRANSACTION), ALL OF
WHICH SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE MAKING
OF THE LOANS:
6.01
CORPORATE STATUS.
EACH OF HOLDINGS AND ITS SUBSIDIARIES (I) IS A DULY
ORGANIZED AND VALIDLY EXISTING COMPANY, IS IN GOOD STANDING (FOR EACH COMPANY OF
A TYPE, AND ORGANIZED IN A JURISDICTION, WHERE THE CONCEPT OF "GOOD STANDING"
EXISTS) UNDER THE LAWS OF THE JURISDICTION OF ITS ORGANIZATION AND HAS THE
COMPANY POWER AND AUTHORITY TO OWN ITS PROPERTY AND ASSETS AND TO TRANSACT THE
BUSINESS IN WHICH IT IS ENGAGED AND (II) IS DULY QUALIFIED AND IS AUTHORIZED TO
DO BUSINESS AND, TO THE EXTENT RELEVANT, IS IN GOOD STANDING IN ALL
JURISDICTIONS WHERE IT IS REQUIRED TO BE SO QUALIFIED AND WHERE THE FAILURE TO
BE SO QUALIFIED, AUTHORIZED OR IN GOOD STANDING IS REASONABLY LIKELY TO HAVE A
MATERIAL ADVERSE EFFECT.
6.02
CORPORATE POWER AND AUTHORITY.
EACH CREDIT PARTY HAS THE COMPANY POWER
AND AUTHORITY TO EXECUTE, DELIVER AND CARRY OUT THE TERMS AND PROVISIONS OF THE
CREDIT DOCUMENTS TO WHICH IT IS A PARTY AND HAS TAKEN ALL NECESSARY COMPANY
ACTION TO AUTHORIZE THE EXECUTION, DELIVERY AND PERFORMANCE OF THE CREDIT
DOCUMENTS TO WHICH IT IS A PARTY.
EACH CREDIT PARTY HAS DULY EXECUTED AND
DELIVERED EACH CREDIT DOCUMENT TO WHICH IT IS A PARTY AND EACH SUCH CREDIT
DOCUMENT CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATION OF SUCH PERSON
ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, EXCEPT TO THE EXTENT THAT THE
ENFORCEABILITY THEREOF MAY BE LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM AND OTHER SIMILAR LAWS GENERALLY AFFECTING CREDITORS'
RIGHTS AND BY GENERAL EQUITABLE PRINCIPLES (REGARDLESS OF WHETHER ENFORCEMENT IS
SOUGHT IN EQUITY OR AT LAW).
6.03
NO VIOLATION.
NEITHER THE EXECUTION, DELIVERY OR PERFORMANCE BY ANY
CREDIT PARTY OF THE CREDIT DOCUMENTS TO WHICH IT IS A