FairPoint Communications 2009 Annual Report Download - page 248

SECTION 2. Conditions Precedent.
This Agreement shall become effective on the date (the “ Effective Date”) upon receipt by the Administrative Agent of executed counterparts
of this Agreement duly executed by the Credit Parties, the Administrative Agent and the Required Lenders.
SECTION 3. Representations and Warranties. After giving effect to this Agreement, the Credit Parties, jointly and severally, reaffirm
and restate the representations and warranties set forth in the Credit Agreement and in the other Credit Documents (except to the extent such representations and
warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such
earlier date) and all such representations and warranties shall be true and correct on the date hereof with the same force and effect as if made on such date.
Each of the Credit Parties represents and warrants (which representations and warranties shall survive the execution and delivery hereof) to the Administrative
Agent and the Lenders that:
(a) it has the company power and authority to execute, deliver and carry out the terms and provisions of this Agreement and the
transactions contemplated hereby and has taken or caused to be taken all necessary action to authorize the execution, delivery and performance of
this Agreement and the transactions contemplated hereby;
(b) no consent of any Person (including, without limitation, any of its equity holders or creditors), and no action of, or filing with,
any governmental or public body or authority is required to authorize, or is otherwise required in connection with, the execution, delivery and
performance of this Agreement;
(c) this Agreement has been duly executed and delivered on its behalf by a duly authorized officer, and constitutes its legal, valid and
binding obligation enforceable in accordance with its terms, subject to bankruptcy, reorganization, insolvency, moratorium and other similar laws
affecting the enforcement of creditors’ rights generally and the exercise of judicial discretion in accordance with general principles of equity;
(d) no Default or Event of Default shall have occurred and be continuing; and
(e) the execution, delivery and performance of this Agreement will not violate any law, statute or regulation, or any order or decree of
any court or governmental instrumentality, or conflict with, or result in the breach of, or constitute a default under, any contractual obligation of any
Credit Party or any of its Subsidiaries.
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