AT THE TIME AND STILL BELIEVED TO BE
FINANCIALLY RESPONSIBLE AND ABLE TO UNDERSTAND (EITHER ALONE OR IN CONSULTATION
WITH ITS ADVISERS) AND TO BEAR THE RISKS OF SUCH MATERIAL FOREST HEDGES. THE
COMPANY HAS, AND WILL HAVE, DULY PERFORMED ALL OF ITS OBLIGATIONS UNDER THE
MATERIAL FOREST HEDGES TO THE EXTENT THAT SUCH OBLIGATIONS TO PERFORM HAVE
ACCRUED, AND, TO THE KNOWLEDGE OF THE COMPANY AND SELLER, THERE ARE AND WILL BE
NO BREACHES, VIOLATIONS, COLLATERAL DEFICIENCIES, REQUESTS FOR COLLATERAL OR
DEMANDS FOR PAYMENT, OR DEFAULTS OR ALLEGATIONS OR ASSERTIONS OF SUCH BY ANY
PARTY THEREUNDER.
4.29
PREPAYMENT PREMIUM; TOTAL COMPANY DEBT. THE TOTAL OF ALL PENALTIES,
PREMIUMS, FEES, COST REIMBURSEMENTS OR OTHER PAYMENTS (OTHER THAN PRINCIPAL AND
ACCRUED INTEREST) PAYABLE AS A RESULT OF THE EARLY TERMINATION OF THE CREDIT
AGREEMENT DUE TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT DO NOT EXCEED
US$5,000,000, AND THE TOTAL PRINCIPAL AMOUNT OF COMPANY DEBT DOES NOT EXCEED
$375,000,000. THE COMPANY IS CURRENT WITH RESPECT TO ALL INTEREST PAYMENTS ON
COMPANY DEBT.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller hereby represents and warrants to Buyer as follows:
5.1
ORGANIZATION AND GOOD STANDING.
SELLER IS DULY ORGANIZED, VALIDLY
EXISTING AND IN GOOD STANDING UNDER THE LAWS OF DELAWARE AND HAS ALL REQUISITE
POWER AND AUTHORITY SELLER TO EXECUTE, DELIVER AND PERFORM ITS OBLIGATIONS UNDER
THIS AGREEMENT AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY AND
THEREBY TO BE CONSUMMATED BY IT.
SELLER IS NOT A "FOREIGN PERSON" WITHIN THE
MEANING OF SECTION 1445 OF THE CODE.
5.2
AUTHORIZATION OF AGREEMENT.
THE EXECUTION AND DELIVERY OF THIS
AGREEMENT BY SELLER AND THE PERFORMANCE OF THE TRANSACTIONS CONTEMPLATED HEREIN
BY SELLER HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY ACTION, AND NO OTHER ACTION
ON THE PART OF SELLER IS NECESSARY TO AUTHORIZE THIS AGREEMENT OR CONSUMMATE THE
TRANSACTIONS CONTEMPLATED HEREBY.
THIS AGREEMENT HAS BEEN DULY AND VALIDLY
EXECUTED AND DELIVERED BY SELLER AND CONSTITUTES A VALID AND BINDING OBLIGATION
OF SELLER, ENFORCEABLE AGAINST SELLER IN ACCORDANCE WITH ITS TERMS, EXCEPT AS
SUCH ENFORCEABILITY MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY, REORGANIZATION,
MORATORIUM AND SIMILAR LAWS OF GENERAL APPLICABILITY AND BY GENERAL PRINCIPLES
OF EQUITY.
5.3
CONFLICTS, CONSENTS OF THIRD PARTIES.
NEITHER THE EXECUTION AND
DELIVERY BY SELLER OF THIS AGREEMENT NOR CONSUMMATION OR PERFORMANCE BY SELLER
OF THE TRANSACTIONS CONTEMPLATED HEREBY TO BE CONSUMMATED OR PERFORMED BY SELLER
WILL: (A) VIOLATE ANY LAW, (B) VIOLATE ITS CONSTITUENT DOCUMENTS, (C) VIOLATE
ANY ORDER TO WHICH SELLER IS A PARTY OR BY WHICH SELLER IS BOUND OR (D) REQUIRE
ANY CONSENT, APPROVAL OR AUTHORIZATION, EXCEPT FOR THOSE LISTED ON SCHEDULE 5.3.
18
5.4
BROKERS.
SELLER HAS NOT PAID OR BECOME OBLIGATED TO PAY ANY FEE
OR COMMISSION TO ANY BROKER, FINDER OR INTERMEDIARY IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED HEREBY FOR WHICH THE BUYER SHALL HAVE ANY LIABILITY
FOLLOWING THE CLOSING.
5.5
LITIGATION.
AS OF THE DATE OF THIS AGREEMENT THERE ARE NO LEGAL
PROCEEDINGS, OR, TO THE KNOWLEDGE OF SELLER, THREATENED AGAINST OR AFFECTING
SELLER THAT