induce the Administrative Agent, the Issuing Lender and the Lenders to enter
into this Agreement and to induce the Lenders to extend the credit contemplated
hereby and the Issuing Lender to issue Letters of Credit, the Borrower
represents and warrants to the Administrative Agent, the Issuing Lender and the
Lenders as follows:
5.1
CORPORATE ORGANIZATION AND POWER. EACH OF THE CREDIT PARTIES
(I) IS A CORPORATION, A LIMITED LIABILITY COMPANY, LIMITED PARTNERSHIP OR OTHER
LEGAL ENTITY, AS THE CASE MAY BE, DULY ORGANIZED OR FORMED, VALIDLY EXISTING AND
IN GOOD STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS INCORPORATION OR
FORMATION, AS THE CASE MAY BE, (II) HAS THE FULL CORPORATE, PARTNERSHIP, LIMITED
LIABILITY COMPANY OR OTHER POWER AND AUTHORITY TO EXECUTE, DELIVER AND PERFORM
THE CREDIT DOCUMENTS TO WHICH IT IS OR WILL BE A PARTY, TO OWN AND HOLD ITS
PROPERTY AND TO ENGAGE IN ITS BUSINESS AS PRESENTLY CONDUCTED, AND (III) IS DULY
QUALIFIED TO DO BUSINESS AS A FOREIGN CORPORATION, PARTNERSHIP, LIMITED
LIABILITY COMPANY OR OTHER LEGAL ENTITY AND IS IN GOOD STANDING IN EACH
JURISDICTION WHERE THE NATURE OF ITS BUSINESS OR THE OWNERSHIP OF ITS PROPERTIES
REQUIRES IT TO BE SO QUALIFIED, EXCEPT WHERE THE FAILURE TO BE SO QUALIFIED
WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, BE REASONABLY LIKELY TO HAVE A
MATERIAL ADVERSE EFFECT.
5.2
AUTHORIZATION; ENFORCEABILITY. EACH OF THE CREDIT PARTIES HAS
TAKEN, OR ON THE CLOSING DATE WILL HAVE TAKEN, ALL NECESSARY CORPORATE,
PARTNERSHIP, LIMITED LIABILITY OR OTHER LEGAL ACTION, AS APPLICABLE, TO EXECUTE,
DELIVER AND PERFORM EACH OF THE CREDIT DOCUMENTS TO WHICH IT IS OR WILL BE A
PARTY, AND HAS, OR ON THE CLOSING DATE (OR ANY LATER DATE OF EXECUTION AND
DELIVERY) WILL HAVE, VALIDLY EXECUTED AND DELIVERED EACH OF THE CREDIT DOCUMENTS
TO WHICH IT IS OR WILL BE A PARTY. THIS AGREEMENT CONSTITUTES, AND EACH OF THE
OTHER CREDIT DOCUMENTS UPON EXECUTION AND DELIVERY WILL CONSTITUTE, THE LEGAL,
VALID AND BINDING OBLIGATION OF EACH OF THE CREDIT PARTIES THAT IS A PARTY
HERETO OR THERETO, ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS, EXCEPT
AS ENFORCEABILITY MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY, REORGANIZATION,
MORATORIUM OR OTHER SIMILAR LAWS AFFECTING CREDITORS' RIGHTS GENERALLY, BY
GENERAL EQUITABLE PRINCIPLES OR BY PRINCIPLES OF GOOD FAITH AND FAIR DEALING
(REGARDLESS OF WHETHER ENFORCEMENT IS SOUGHT IN EQUITY OR AT LAW).
5.3
NO VIOLATION. THE EXECUTION, DELIVERY AND PERFORMANCE BY EACH OF
THE CREDIT PARTIES OF EACH OF THE CREDIT DOCUMENTS TO WHICH IT IS OR WILL BE A
PARTY, AND COMPLIANCE BY IT WITH THE TERMS HEREOF AND THEREOF, DO NOT AND WILL
NOT (I) VIOLATE ANY PROVISION OF ITS ARTICLES OR CERTIFICATE OF INCORPORATION OR
FORMATION, ITS BYLAWS OR OTHER APPLICABLE FORMATION OR
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organizational documents, (ii) contravene any other Requirement of Law
applicable to it, (iii) conflict with, result in a breach of or constitute (with
notice, lapse of time or both) a default under any indenture, agreement or other
instrument to which it