been duly
and validly issued and is fully paid and nonassessable by the issuer.
(C)
AUTHORIZATION OF AGREEMENT AND LOAN DOCUMENTS.
THE BORROWER AND
EACH OF ITS SUBSIDIARIES HAS THE RIGHT AND POWER, AND HAS TAKEN ALL NECESSARY
ACTION TO AUTHORIZE IT, TO EXECUTE, DELIVER AND PERFORM THIS AGREEMENT AND EACH
OF THE LOAN DOCUMENTS TO WHICH IT IS A PARTY IN ACCORDANCE WITH THEIR RESPECTIVE
TERMS.
THIS AGREEMENT AND EACH OF THE LOAN DOCUMENTS TO WHICH IT IS A PARTY
HAVE BEEN, OR WILL BE, DULY EXECUTED AND DELIVERED BY A DULY AUTHORIZED OFFICER
OF THE BORROWER AND EACH SUBSIDIARY PARTY THERETO AND EACH IS, OR WHEN EXECUTED
AND DELIVERED WILL BE, A LEGAL, VALID AND BINDING OBLIGATION OF THE BORROWER AND
EACH SUBSIDIARY PARTY THERETO, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS.
(D)
COMPLIANCE WITH LAW; GOVERNMENTAL APPROVALS.
(I)
EXCEPT AS SET FORTH IN SCHEDULE 6.1(D), EACH OF THE BORROWER AND
ITS SUBSIDIARIES
(A)
HAS ALL GOVERNMENTAL APPROVALS, INCLUDING PERMITS RELATING TO
FEDERAL, STATE AND LOCAL ENVIRONMENTAL LAWS, ORDINANCES AND REGULATIONS REQUIRED
BY ANY APPLICABLE LAW FOR IT TO CONDUCT ITS BUSINESS, EACH OF WHICH IS IN FULL
FORCE AND EFFECT, IS FINAL AND NOT SUBJECT TO REVIEW ON APPEAL AND IS NOT THE
SUBJECT OF ANY PENDING OR, TO THE KNOWLEDGE OF THE BORROWER, THREATENED ATTACK
BY DIRECT OR COLLATERAL PROCEEDING,
(B)
IS IN COMPLIANCE WITH EACH GOVERNMENTAL APPROVAL APPLICABLE TO IT
AND IN COMPLIANCE WITH ALL OTHER APPLICABLE LAWS RELATING TO IT, INCLUDING,
WITHOUT BEING LIMITED TO, ALL ENVIRONMENTAL LAWS AND ALL OCCUPATIONAL HEALTH AND
SAFETY LAWS APPLICABLE TO THE BORROWER OR ITS SUBSIDIARIES OR THEIR RESPECTIVE
PROPERTIES, AND
(C)
MAY EXECUTE, DELIVER AND PERFORM ITS OBLIGATIONS UNDER THE LOAN
DOCUMENTS TO WHICH IT IS A PARTY, WITHOUT CONFLICT WITH, A BREACH OF OR DEFAULT
UNDER ANY MATERIAL PROVISIONS OF ANY INDENTURE, AGREEMENT OR OTHER INSTRUMENT TO
WHICH THE BORROWER OR ANY OF ITS SUBSIDIARIES IS A PARTY OR BY WHICH THE
BORROWER, ANY OF ITS SUBSIDIARIES OR ANY OF ITS OR THEIR PROPERTY MAY BE BOUND,
except for instances of noncompliance which would not, singly or in the
aggregate, cause a Default or Event of Default or have a Materially Adverse
Effect and in respect of which adequate reserves have been established on the
books of the Borrower or such Subsidiary.
60
(II)
WITHOUT LIMITING THE GENERALITY OF THE ABOVE, EXCEPT WITH RESPECT
TO MATTERS WHICH COULD NOT REASONABLY BE EXPECTED TO HAVE IN THE AGGREGATE A
MATERIALLY ADVERSE EFFECT AND EXCEPT AS DISCLOSED BY THE BORROWER TO THE LENDERS
PRIOR TO THE AGREEMENT DATE, TO THE KNOWLEDGE OF THE BORROWER:
(A)
NEITHER THE BORROWER NOR ITS SUBSIDIARIES NOR ANY OF THEIR PRESENT
PROPERTY OR OPERATIONS, NOR THEIR PAST PROPERTY OR OPERATIONS, ARE SUBJECT TO
ANY ORDER FROM OR AGREEMENT WITH ANY PUBLIC AUTHORITY OR PRIVATE PARTY
RESPECTING (X) ANY ENVIRONMENTAL, HEALTH OR SAFETY REQUIREMENTS OF APPLICABLE
LAW, (Y) ANY REMEDIAL ACTION, OR (Z) ANY LIABILITIES OR COSTS ARISING FROM THE
RELEASE OR THREATENED RELEASE