BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
Each Borrowing and each issuance, amendment, extension or renewal 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 paragraphs (a), (b)
and (c) of this Section 3.2.
DELIVERY OF DOCUMENTS.
ALL OF THE LOAN DOCUMENTS, CERTIFICATES, LEGAL OPINIONS
AND OTHER DOCUMENTS AND PAPERS REFERRED TO IN THIS ARTICLE III, UNLESS OTHERWISE
SPECIFIED, SHALL BE DELIVERED TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF
EACH OF THE LENDERS AND, EXCEPT FOR THE NOTES, IN SUFFICIENT COUNTERPARTS OR
COPIES FOR EACH OF THE LENDERS AND SHALL BE IN FORM AND SUBSTANCE SATISFACTORY
IN ALL RESPECTS TO THE ADMINISTRATIVE AGENT.
TERMINATION OF EXISTING CREDIT AGREEMENT.
UPON THIS AGREEMENT BECOMING
EFFECTIVE, THE EXISTING CREDIT AGREEMENT SHALL AUTOMATICALLY TERMINATE (OTHER
THAN THOSE PROVISIONS THAT BY THEIR TERMS SURVIVE TERMINATION OF THE EXISTING
CREDIT AGREEMENT), ALL COMMITMENTS OF THE LENDERS THEREUNDER TO FUND ADDITIONAL
ADVANCES SHALL TERMINATE AUTOMATICALLY, AND ALL AMOUNTS OUTSTANDING THEREUNDER,
TOGETHER WITH ALL ACCRUED AND UNPAID INTEREST, FEES AND OTHER AMOUNTS SHALL BE
AUTOMATICALLY PAID IN FULL BY THE INITIAL BORROWING HEREUNDER.
UPON TERMINATION
OF THE EXISTING CREDIT AGREEMENT, EACH LENDER AGREES TO PROMPTLY RETURN ALL
NOTES IN FAVOR OF SUCH LENDER EXECUTED BY BORROWER IN CONNECTION WITH THE
EXISTING CREDIT AGREEMENT.
REPRESENTATIONS AND WARRANTIES
Each of the Borrower and the Co-Borrower represents and warrants to the
Administrative Agent and each Lender as follows:
EXISTENCE; POWER.
THE BORROWER AND EACH OF ITS SUBSIDIARIES (I) IS DULY
ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING AS A CORPORATION UNDER THE LAWS
OF THE JURISDICTION OF ITS ORGANIZATION, (II) HAS ALL REQUISITE POWER AND
AUTHORITY TO CARRY ON ITS BUSINESS AS NOW CONDUCTED, AND (III) IS DULY QUALIFIED
TO DO BUSINESS, AND IS IN GOOD STANDING, IN EACH JURISDICTION WHERE SUCH
QUALIFICATION IS REQUIRED, EXCEPT WHERE A FAILURE TO BE SO QUALIFIED COULD NOT
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
ORGANIZATIONAL POWER; AUTHORIZATION.
THE EXECUTION, DELIVERY AND PERFORMANCE BY
EACH LOAN PARTY OF THE TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY ARE WITHIN
SUCH LOAN PARTY'S ORGANIZATIONAL POWERS AND HAVE BEEN DULY AUTHORIZED BY ALL
NECESSARY ORGANIZATIONAL, AND IF REQUIRED, STOCKHOLDER, ACTION. THIS AGREEMENT
HAS BEEN DULY EXECUTED AND DELIVERED BY THE BORROWER, AND CONSTITUTES, AND EACH
OTHER TRANSACTION DOCUMENT TO WHICH ANY LOAN PARTY IS A PARTY, WHEN EXECUTED AND
DELIVERED BY SUCH LOAN PARTY, WILL CONSTITUTE, VALID AND BINDING OBLIGATIONS OF
THE BORROWER OR SUCH LOAN PARTY (AS THE CASE MAY BE), ENFORCEABLE AGAINST IT IN
ACCORDANCE WITH THEIR RESPECTIVE TERMS, EXCEPT AS MAY BE LIMITED BY APPLICABLE
BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM, OR SIMILAR LAWS AFFECTING
THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY AND BY GENERAL PRINCIPLES OF
EQUITY.
GOVERNMENTAL APPROVALS; NO CONFLICTS.
THE EXECUTION, DELIVERY AND PERFORMANCE
BY THE BORROWER AND THE CO-BORROWER OF THIS AGREEMENT, AND BY EACH LOAN PARTY OF
THE OTHER TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY (A)