ACCORDANCE
WITH SECTION 2.08(B), AS APPLICABLE.
Each request for a Borrowing and each request for the issuance, amendment,
renewal or extension of any Letter of Credit shall be deemed to constitute a
representation and warranty by the Borrower on the date thereof as to the
matters specified in Section 6.02(a) through (e).
ARTICLE VII
REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants to the Lenders that:
SECTION 7.01
ORGANIZATION; POWERS.
EACH OF THE BORROWER AND THE
SUBSIDIARIES IS DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE
LAWS OF THE JURISDICTION OF ITS ORGANIZATION, HAS ALL REQUISITE POWER AND
AUTHORITY, AND HAS ALL MATERIAL GOVERNMENTAL LICENSES, AUTHORIZATIONS, CONSENTS
AND APPROVALS NECESSARY, TO OWN ITS ASSETS AND TO CARRY ON ITS BUSINESS AS NOW
CONDUCTED, AND IS QUALIFIED TO DO BUSINESS IN, AND IS IN GOOD STANDING IN, EVERY
JURISDICTION WHERE SUCH QUALIFICATION IS REQUIRED, EXCEPT WHERE FAILURE TO HAVE
SUCH POWER, AUTHORITY, LICENSES, AUTHORIZATIONS, CONSENTS, APPROVALS AND
QUALIFICATIONS COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
SECTION 7.02
AUTHORITY; ENFORCEABILITY.
THE TRANSACTIONS ARE WITHIN
THE BORROWER'S AND EACH GUARANTOR'S CORPORATE POWERS AND HAVE BEEN DULY
AUTHORIZED BY ALL NECESSARY CORPORATE AND, IF REQUIRED, STOCKHOLDER ACTION
(INCLUDING, WITHOUT LIMITATION, ANY ACTION REQUIRED TO BE TAKEN BY ANY CLASS OF
DIRECTORS OF THE BORROWER OR ANY OTHER PERSON, WHETHER INTERESTED OR
DISINTERESTED, IN ORDER TO ENSURE THE DUE AUTHORIZATION OF THE TRANSACTIONS).
EACH LOAN DOCUMENT TO WHICH THE BORROWER AND EACH GUARANTOR IS A PARTY HAS BEEN
DULY EXECUTED AND DELIVERED BY THE BORROWER AND SUCH GUARANTOR AND CONSTITUTES A
LEGAL, VALID AND BINDING OBLIGATION OF THE BORROWER AND SUCH GUARANTOR, AS
APPLICABLE, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, SUBJECT TO APPLICABLE
BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER LAWS AFFECTING
CREDITORS' RIGHTS GENERALLY AND SUBJECT TO GENERAL PRINCIPLES OF EQUITY,
REGARDLESS OF WHETHER CONSIDERED IN A PROCEEDING IN EQUITY OR AT LAW.
SECTION 7.03
APPROVALS; NO CONFLICTS.
THE TRANSACTIONS (A) DO NOT
REQUIRE ANY CONSENT OR APPROVAL OF, REGISTRATION OR FILING WITH, OR ANY OTHER
ACTION BY, ANY GOVERNMENTAL AUTHORITY OR ANY OTHER THIRD PERSON (INCLUDING
SHAREHOLDERS OR ANY CLASS OF DIRECTORS, WHETHER INTERESTED OR DISINTERESTED, OF
THE BORROWER OR ANY OTHER PERSON), NOR IS ANY SUCH CONSENT, APPROVAL,
REGISTRATION, FILING OR OTHER ACTION NECESSARY FOR THE VALIDITY OR
ENFORCEABILITY OF ANY LOAN DOCUMENT OR THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED THEREBY, EXCEPT SUCH AS HAVE BEEN OBTAINED OR MADE AND ARE IN FULL
FORCE AND EFFECT OTHER THAN (I) THE RECORDING AND FILING OF THE SECURITY
INSTRUMENTS AS REQUIRED BY THIS AGREEMENT AND (II) THOSE THIRD PARTY APPROVALS
OR CONSENTS WHICH, IF NOT MADE OR OBTAINED, WOULD NOT CAUSE A DEFAULT HEREUNDER,
COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT OR DO NOT
HAVE AN ADVERSE EFFECT ON THE ENFORCEABILITY OF THE LOAN DOCUMENTS, (B) WILL NOT
VIOLATE ANY APPLICABLE LAW OR REGULATION OR THE CHARTER, BY-LAWS OR OTHER
ORGANIZATIONAL DOCUMENTS OF THE BORROWER OR ANY SUBSIDIARY OR ANY ORDER OF ANY
GOVERNMENTAL AUTHORITY,