enter into this Agreement and to make the
Loans, and issue (or participate in) the Letters of Credit as provided herein,
each Borrower makes the following representations and warranties:
6.1
CORPORATE STATUS.
EACH BORROWER AND EACH OF THEIR SUBSIDIARIES
(I) IS A DULY ORGANIZED AND VALIDLY EXISTING CORPORATION, PARTNERSHIP, LIMITED
LIABILITY COMPANY, TRUST OR OTHER ENTITY IN GOOD STANDING UNDER THE LAWS OF THE
JURISDICTION OF ITS ORGANIZATION (OR THE EQUIVALENT THEREOF IN THE CASE OF
FOREIGN SUBSIDIARIES) EXCEPT WHERE THE FAILURE TO BE IN SUCH GOOD STANDING WOULD
NOT HAVE A MATERIAL ADVERSE EFFECT, (II) HAS THE CORPORATE OR PARTNERSHIP OR
OTHER REQUISITE POWER AND AUTHORITY TO OWN ITS PROPERTY AND ASSETS AND TO
TRANSACT THE BUSINESS IN WHICH IT IS ENGAGED AND PRESENTLY PROPOSED TO ENGAGE IN
AND (III) IS DULY QUALIFIED AND IS AUTHORIZED TO DO BUSINESS AND IS IN GOOD
STANDING IN EACH OTHER JURISDICTION WHERE THE OWNERSHIP, LEASING OR OPERATION OF
PROPERTY OR THE CONDUCT OF ITS BUSINESS REQUIRES SUCH QUALIFICATION,
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AUTHORIZATION OR GOOD STANDING, EXCEPT FOR SUCH FAILURE TO BE SO QUALIFIED,
AUTHORIZED OR IN GOOD STANDING WHICH, IN THE AGGREGATE, WOULD NOT HAVE A
MATERIAL ADVERSE EFFECT.
6.2
CORPORATE POWER AND AUTHORITY.
EACH CREDIT PARTY HAS THE POWER
AND AUTHORITY TO EXECUTE, DELIVER AND PERFORM THE TERMS AND PROVISIONS OF EACH
OF THE LOAN DOCUMENTS TO WHICH IT IS PARTY AND HAS TAKEN ALL NECESSARY CORPORATE
OR OTHER APPROPRIATE ACTION TO AUTHORIZE THE EXECUTION, DELIVERY AND PERFORMANCE
BY IT OF EACH OF SUCH LOAN DOCUMENTS.
EACH CREDIT PARTY HAS DULY EXECUTED AND
DELIVERED EACH OF THE LOAN DOCUMENTS TO WHICH IT IS PARTY, AND EACH OF SUCH LOAN
DOCUMENTS CONSTITUTES ITS LEGAL, VALID AND BINDING OBLIGATION ENFORCEABLE IN
ACCORDANCE WITH ITS TERMS, EXCEPT TO THE EXTENT THAT THE ENFORCEABILITY THEREOF
MAY BE LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM
OR SIMILAR LAWS GENERALLY AFFECTING CREDITORS' RIGHTS AND BY EQUITABLE
PRINCIPLES (REGARDLESS OF WHETHER ENFORCEMENT IS SOUGHT IN EQUITY OR AT LAW).
6.3
NO VIOLATION.
NEITHER THE EXECUTION, DELIVERY OR PERFORMANCE BY
ANY CREDIT PARTY OF THE LOAN DOCUMENTS TO WHICH IT IS A PARTY (INCLUDING,
WITHOUT LIMITATION, THE GRANTING OF LIENS PURSUANT TO THE SECURITY DOCUMENTS),
NOR COMPLIANCE BY IT WITH THE TERMS AND PROVISIONS THEREOF, NOR THE CONSUMMATION
OF THE TRANSACTIONS CONTEMPLATED THEREIN (I) WILL CONTRAVENE ANY PROVISION OF
ANY REQUIREMENT OF LAW APPLICABLE TO ANY CREDIT PARTY, (II) WILL CONFLICT WITH
OR RESULT IN ANY BREACH OF OR CONSTITUTE A TORTIOUS INTERFERENCE WITH ANY OF THE
TERMS, COVENANTS, CONDITIONS OR PROVISIONS OF, OR CONSTITUTE A DEFAULT UNDER, OR
RESULT IN THE CREATION OR IMPOSITION OF (OR THE OBLIGATION TO CREATE OR IMPOSE)
ANY LIEN (EXCEPT PURSUANT TO THE SECURITY DOCUMENTS) UPON ANY OF THE PROPERTY OR
ASSETS OF ANY CREDIT PARTY PURSUANT TO THE TERMS OF, ANY MATERIAL CONTRACTUAL
OBLIGATION TO WHICH ANY CREDIT PARTY IS A PARTY OR BY WHICH IT OR ANY OF ITS
PROPERTY OR ASSETS IS BOUND OR TO WHICH IT MAY BE SUBJECT, (III)