BORROWING), THE BORROWER SHALL HAVE PROVIDED THE ADMINISTRATIVE
AGENT WITH EVIDENCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT OF THE
PRIOR OR CONCURRENT REDEMPTION, REPURCHASE, RETIREMENT OR DEFEASANCE OF ALL THE
EXISTING NOTES (INCLUDING, BUT NOT LIMITED TO, CONFIRMATION FROM THE TRUSTEE
UNDER THE EXISTING INDENTURE THAT ALL THE OBLIGATIONS OF THE COMPANY AND EACH OF
ITS SUBSIDIARY GUARANTORS UNDER THE EXISTING INDENTURE HAVE BEEN TERMINATED) OR
EVIDENCE THAT A MAJORITY OF THE EXISTING NOTES HAVE BEEN PURCHASED PURSUANT TO
THE DEBT TENDER OFFER.
Each Request for Credit Extension (other than a Committed Loan Notice requesting
only a conversion of Loans to the other Type or a continuation of Eurodollar
Rate Loans) submitted by the Borrower shall be deemed to be a representation and
warranty that the conditions specified in Sections 4.02(a) and (b) have been
satisfied on and as of the date of the applicable Credit Extension.
ARTICLE V
REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants to the Agents and the Lenders that:
5.01
EXISTENCE, QUALIFICATION AND POWER; COMPLIANCE WITH LAWS.
EACH
LOAN PARTY AND EACH OF ITS SUBSIDIARIES (A) IS DULY ORGANIZED OR FORMED, VALIDLY
EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS
INCORPORATION OR ORGANIZATION, (B) HAS ALL REQUISITE CORPORATE, PARTNERSHIP OR
LIMITED LIABILITY COMPANY POWER AND AUTHORITY AND ALL REQUISITE GOVERNMENTAL
LICENSES, AUTHORIZATIONS, CONSENTS AND APPROVALS TO (I) OWN OR LEASE ITS ASSETS
AND CARRY ON ITS BUSINESS, EXCEPT TO THE EXTENT THAT FAILURE TO DO SO WOULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, AND (II) EXECUTE,
DELIVER AND PERFORM ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND THE RELATED
DOCUMENTS TO WHICH IT IS A PARTY, (C) IS DULY QUALIFIED AND IS LICENSED AND IN
GOOD STANDING UNDER THE LAWS OF EACH JURISDICTION WHERE ITS OWNERSHIP, LEASE OR
OPERATION OF PROPERTIES OR THE CONDUCT OF ITS BUSINESS REQUIRES SUCH
QUALIFICATION OR LICENSE, EXCEPT TO THE EXTENT THAT FAILURE TO DO SO WOULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, AND (D) IS IN
COMPLIANCE WITH THE REQUIREMENTS OF (I) THE PATRIOT ACT AND ALL OTHER LAWS AND
REGULATIONS RELATING TO MONEY LAUNDERING AND TERRORIST ACTIVITIES AND (II) ALL
OTHER LAWS AND ALL ORDERS, WRITS, INJUNCTIONS AND DECREES APPLICABLE TO IT OR TO
ITS PROPERTIES EXCEPT, IN THE CASE OF THIS CLAUSE (II), IN SUCH INSTANCES IN
WHICH (A) SUCH REQUIREMENT OF LAW OR ORDER, WRIT, INJUNCTION OR DECREE IS BEING
CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS DILIGENTLY CONDUCTED OR (B)
THE FAILURE TO COMPLY THEREWITH, EITHER INDIVIDUALLY OR IN THE AGGREGATE, WOULD
NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
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5.02
AUTHORIZATION; NO CONTRAVENTION.
THE EXECUTION, DELIVERY AND
PERFORMANCE BY EACH LOAN PARTY OF EACH LOAN DOCUMENT AND RELATED DOCUMENT TO
WHICH SUCH PERSON IS OR IS TO BE A PARTY, AND THE CONSUMMATION OF THE
TRANSACTION, ARE WITHIN SUCH LOAN PARTY'S CORPORATE, PARTNERSHIP OR LIMITED
LIABILITY COMPANY OR OTHER POWERS, HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY
CORPORATE