GIVING EFFECT TO ANY
AMENDMENTS OR WAIVERS THERETO THAT ARE MATERIALLY ADVERSE TO THE LENDERS
(INCLUDING, WITHOUT LIMITATION, THE DEFINITION OF, AND REPRESENTATIONS,
WARRANTIES AND CONDITIONS RELATING TO THE ABSENCE OF ANY, "MATERIAL ADVERSE
CHANGE" OR MATERIAL ADVERSE EFFECT ON THE COMPANY" THEREIN) WITHOUT THE
REASONABLE CONSENT OF THE JOINT LEAD ARRANGERS AND BOOKRUNNERS.
6.12.
PATRIOT ACT.
THE JOINT LEAD ARRANGERS AND BOOKRUNNERS SHALL HAVE
RECEIVED SUCH DOCUMENTATION AND INFORMATION AS IS REASONABLY REQUESTED IN
WRITING AT LEAST 10 DAYS PRIOR TO THE CLOSING DATE BY THE ADMINISTRATIVE AGENT
ABOUT THE BORROWER AND THE GUARANTORS IN RESPECT OF APPLICABLE "KNOW YOUR
CUSTOMER" AND ANTI-MONEY LAUNDERING RULES AND REGULATIONS, INCLUDING, WITHOUT
LIMITATION, THE PATRIOT ACT.
The acceptance of the benefits of the Borrowing shall constitute a
representation and warranty by each Loan Party to each of the Lenders that all
the applicable conditions specified in Section 6 above have been satisfied as of
that time.
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SECTION 7.
[RESERVED].
SECTION 8.
REPRESENTATIONS, WARRANTIES AND AGREEMENTS
In order to induce the Lenders to enter into this Agreement and to make the
Loans as provided for herein, the Borrower makes (on the Closing Date) the
following representations and warranties to, and agreements with, the Lenders,
all of which shall survive the execution and delivery of this Agreement and the
making of the Loans (it being understood that the following representations and
warranties shall be deemed made with respect to any Foreign Subsidiary only to
the extent relevant under applicable law):
8.1.
CORPORATE STATUS.
THE BORROWER AND EACH MATERIAL SUBSIDIARY (A)
IS A DULY ORGANIZED AND VALIDLY EXISTING CORPORATION OR OTHER ENTITY IN GOOD
STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS ORGANIZATION AND HAS THE
CORPORATE OR OTHER ORGANIZATIONAL POWER AND AUTHORITY TO OWN ITS PROPERTY AND
ASSETS AND TO TRANSACT THE BUSINESS IN WHICH IT IS ENGAGED AND (B) HAS DULY
QUALIFIED AND IS AUTHORIZED TO DO BUSINESS AND IS IN GOOD STANDING (IF
APPLICABLE) IN ALL JURISDICTIONS WHERE IT IS REQUIRED TO BE SO QUALIFIED, EXCEPT
WHERE THE FAILURE TO BE SO QUALIFIED COULD NOT REASONABLY BE EXPECTED TO RESULT
IN A MATERIAL ADVERSE EFFECT.
8.2.
CORPORATE POWER AND AUTHORITY.
EACH LOAN PARTY HAS THE CORPORATE
OR OTHER ORGANIZATIONAL POWER AND AUTHORITY TO EXECUTE, DELIVER AND CARRY OUT
THE TERMS AND PROVISIONS OF THE LOAN DOCUMENTS TO WHICH IT IS A PARTY AND HAS
TAKEN ALL NECESSARY CORPORATE OR OTHER ORGANIZATIONAL ACTION TO AUTHORIZE THE
EXECUTION, DELIVERY AND PERFORMANCE OF THE LOAN DOCUMENTS TO WHICH IT IS A
PARTY. EACH LOAN PARTY HAS DULY EXECUTED AND DELIVERED EACH LOAN DOCUMENT TO
WHICH IT IS A PARTY AND EACH SUCH LOAN DOCUMENT CONSTITUTES THE LEGAL, VALID AND
BINDING OBLIGATION OF SUCH LOAN PARTY ENFORCEABLE IN ACCORDANCE WITH ITS TERMS,
EXCEPT AS THE ENFORCEABILITY THEREOF MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY OR
SIMILAR LAWS AFFECTING CREDITORS' RIGHTS GENERALLY AND SUBJECT TO GENERAL
PRINCIPLES OF EQUITY.
8.3.
NO VIOLATION.
NEITHER THE EXECUTION, DELIVERY OR PERFORMANCE BY
ANY LOAN PARTY OF THE LOAN