Administrative Agent shall have received
notice from such Lender prior to the proposed Closing Date specifying its
objection thereto.
39
ARTICLE V.
REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants to the Administrative Agent and the Lenders
that:
5.01
EXISTENCE, QUALIFICATION AND POWER; COMPLIANCE WITH LAWS.
EACH LOAN
PARTY (A) IS DULY ORGANIZED OR FORMED, VALIDLY EXISTING AND IN GOOD STANDING
UNDER THE LAWS OF THE JURISDICTION OF ITS INCORPORATION OR ORGANIZATION, (B) HAS
ALL REQUISITE POWER AND AUTHORITY AND ALL REQUISITE GOVERNMENTAL LICENSES,
AUTHORIZATIONS, CONSENTS AND APPROVALS TO (I) OWN OR LEASE ITS ASSETS AND CARRY
ON ITS BUSINESS AND (II) EXECUTE, DELIVER AND PERFORM ITS OBLIGATIONS UNDER THE
LOAN DOCUMENTS TO WHICH IT IS A PARTY, (C) IS DULY QUALIFIED AND IS LICENSED AND
IN GOOD STANDING UNDER THE LAWS OF EACH JURISDICTION WHERE ITS OWNERSHIP, LEASE
OR OPERATION OF PROPERTIES OR THE CONDUCT OF ITS BUSINESS REQUIRES SUCH
QUALIFICATION OR LICENSE, AND (D) IS IN COMPLIANCE WITH ALL LAWS APPLICABLE TO
IT; EXCEPT IN EACH CASE REFERRED TO IN CLAUSE (B)(I), (C) OR (D), TO THE EXTENT
THAT FAILURE TO DO SO COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
5.02
AUTHORIZATION; NO CONTRAVENTION.
THE EXECUTION, DELIVERY AND
PERFORMANCE BY EACH LOAN PARTY OF EACH LOAN DOCUMENT TO WHICH SUCH PERSON IS
PARTY, HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE OR OTHER
ORGANIZATIONAL ACTION, AND DO NOT AND WILL NOT (A) CONTRAVENE THE TERMS OF ANY
OF SUCH PERSON'S ORGANIZATION DOCUMENTS; (B) CONFLICT WITH OR RESULT IN ANY
BREACH OR CONTRAVENTION OF, OR THE CREATION OF ANY LIEN UNDER, OR REQUIRE ANY
PAYMENT TO BE MADE UNDER (I) ANY CONTRACTUAL OBLIGATION TO WHICH SUCH PERSON IS
A PARTY OR AFFECTING SUCH PERSON OR THE PROPERTIES OF SUCH PERSON OR ANY OF ITS
RESTRICTED SUBSIDIARIES OR (II) ANY ORDER, INJUNCTION, WRIT OR DECREE OF ANY
GOVERNMENTAL AUTHORITY OR ANY ARBITRAL AWARD TO WHICH SUCH PERSON OR ITS
PROPERTY IS SUBJECT; OR (C) VIOLATE ANY LAW.
EACH LOAN PARTY IS IN COMPLIANCE
WITH ALL CONTRACTUAL OBLIGATIONS REFERRED TO IN CLAUSE (B)(I), EXCEPT TO THE
EXTENT THAT FAILURE TO DO SO COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
5.03
GOVERNMENTAL AUTHORIZATION; OTHER CONSENTS.
NO APPROVAL, CONSENT,
EXEMPTION, AUTHORIZATION, OR OTHER ACTION BY, OR NOTICE TO, OR FILING WITH, ANY
GOVERNMENTAL AUTHORITY OR ANY OTHER PERSON IS NECESSARY OR REQUIRED IN
CONNECTION WITH THE EXECUTION, DELIVERY OR PERFORMANCE BY, OR ENFORCEMENT
AGAINST, ANY LOAN PARTY OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY
ACQUISITION DOCUMENT.
5.04
BINDING EFFECT.
THIS AGREEMENT HAS BEEN, AND EACH OTHER LOAN
DOCUMENT, WHEN DELIVERED HEREUNDER, WILL HAVE BEEN, DULY EXECUTED AND DELIVERED
BY EACH LOAN PARTY THAT IS PARTY THERETO.
THIS AGREEMENT CONSTITUTES, AND EACH
OTHER LOAN DOCUMENT WHEN SO DELIVERED WILL CONSTITUTE, A LEGAL, VALID AND
BINDING OBLIGATION OF SUCH LOAN PARTY, ENFORCEABLE AGAINST EACH LOAN PARTY THAT
IS PARTY THERETO IN ACCORDANCE WITH ITS TERMS, SUBJECT TO APPLICABLE BANKRUPTCY,
INSOLVENCY, REORGANIZATION, MORATORIUM OR