FairPoint Communications 2004 Annual Report Download - page 245

(c) Regulation U. If at any time any Margin Stock is pledged or required to be pledged pursuant to the Pledge Agreement, all
actions required to be taken pursuant to Section 6.12 shall have been taken to the reasonable satisfaction of the Administrative Agent.
4.03 Special Condition Precedent to Incurrence of RF Loans and Delayed-Draw B Term Loans Incurred to Finance an Optional Non-2008
Tender Offer Notes Redemption and of RF Loans Incurred on the Redemption Date to Finance the Existing 2008 Senior Subordinated Notes Redemption . The
obligation of each Lender to (x) make RF Loans and Delayed-Draw B Term Loans to finance any Optional Non-2008 Tender Offer Notes Redemption and (y)
make RF Loans on the Redemption Date to finance the Existing 2008 Senior Subordinated Notes Redemption, is subject to the absence, at the time of making
such Loans and also after giving effect thereto, of any Default or Event of Default under Section 8.01 or 8.05.
The occurrence of the Initial Borrowing Date and the acceptance of the benefits or proceeds of each Credit Event shall constitute a
representation and warranty by the Borrower to each Agent, each Letter of Credit Issuer and each of the Lenders that all the conditions specified in Section 4
and applicable to such Credit Event have been satisfied as of that time. All of the certificates, legal opinions and other documents and papers referred to in
Sections 4.01 and 4.02, unless otherwise specified, shall be delivered to the Administrative Agent for the benefit of each of the Lenders and, except for the
Notes, in sufficient counterparts for each of the Lenders and shall be reasonably satisfactory in form and substance to the Agents.
SECTION 5. Representations, Warranties and Agreements. In order to induce the Lenders to enter into this Agreement, to make the Loans
and to issue and/or participate in Letters of Credit, the Borrower makes the following representations and warranties to, and agreements with, the Lenders, all
of which shall survive the execution and delivery of this Agreement, the making of the Loans and the issuance of the Letters of Credit:
5.01 Company Status. Each of the Borrower and its Subsidiaries (i) is a duly organized and validly existing Company and is in good
standing, in each case 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 except where the failure to be so qualified, authorized or in good standing would not be reasonably likely to
have a Material Adverse Effect.
5.02 Company Power and Authority. Each Credit Party has the Company power and authority to execute, deliver and carry out the terms
and provisions of the Documents to which it is a party and has taken all necessary action to authorize the execution, delivery and performance of the
Documents to which it is a party. Each Credit Party has duly executed and delivered each Document to which it is a party and each such 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 relating to or affecting creditors’ rights generally and general
equitable principles (regardless of whether enforcement is sought in equity or at law).
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