such Lender shall
purchase at par such of the Loans of the other Lenders as the Paying Agent shall
determine may be necessary in order for such Lender to hold such Loans in
accordance with its Applicable Percentage.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Each of Parent and the Borrower represents and warrants to the Lenders that:
SECTION 3.01.
ORGANIZATION.
EACH OF PARENT AND THE BORROWER IS A CORPORATION
DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE
JURISDICTION OF ITS INCORPORATION.
SECTION 3.02.
POWERS; AUTHORIZATION; NO CONFLICTS; ENFORCEABILITY.
THE
TRANSACTIONS ARE WITHIN EACH LOAN PARTY'S CORPORATE POWERS, HAVE BEEN DULY
AUTHORIZED BY ALL NECESSARY CORPORATE ACTION, AND DO NOT CONTRAVENE (A) ANY LOAN
PARTY'S CHARTER OR BY‐LAWS OR (B) LAW OR ANY CONTRACTUAL RESTRICTION BINDING ON
OR AFFECTING ANY LOAN PARTY.
THIS AGREEMENT HAS BEEN, AND EACH OF THE OTHER
LOAN DOCUMENTS TO WHICH ANY LOAN PARTY IS TO BE A PARTY WHEN DELIVERED HEREUNDER
WILL HAVE BEEN, DULY EXECUTED AND DELIVERED BY EACH LOAN PARTY THAT IS A PARTY
HERETO OR THERETO, AS APPLICABLE.
THIS AGREEMENT IS, AND EACH OF THE OTHER LOAN
DOCUMENTS TO WHICH ANY LOAN PARTY IS TO BE A PARTY WHEN DELIVERED WILL BE, THE
LEGAL, VALID AND BINDING OBLIGATION OF EACH LOAN PARTY THAT IS A PARTY HERETO OR
THERETO, AS APPLICABLE, ENFORCEABLE AGAINST EACH SUCH LOAN PARTY IN ACCORDANCE
WITH ITS TERMS.
SECTION 3.03.
APPROVALS.
NO AUTHORIZATION OR APPROVAL OR OTHER ACTION BY, AND
NO NOTICE TO OR FILING WITH, ANY GOVERNMENTAL AUTHORITY OR ANY OTHER THIRD PARTY
IS REQUIRED FOR THE DUE EXECUTION, DELIVERY AND PERFORMANCE BY ANY LOAN PARTY OF
ANY LOAN DOCUMENT TO WHICH IT IS TO BE A PARTY, THE BORROWING OF THE LOANS, THE
USE OF THE PROCEEDS THEREOF OR THE ISSUANCE OF LETTERS OF CREDIT HEREUNDER.
SECTION 3.04.
FINANCIAL CONDITION; NO MATERIAL ADVERSE CHANGE.
(A)
THE CONSOLIDATED BALANCE SHEET OF PARENT AND ITS SUBSIDIARIES AS AT JANUARY
30, 2016, AND THE RELATED CONSOLIDATED STATEMENTS OF INCOME AND CASH FLOWS OF
PARENT AND ITS SUBSIDIARIES FOR THE FISCAL YEAR THEN ENDED, ACCOMPANIED BY AN
OPINION OF KPMG LLP, INDEPENDENT PUBLIC ACCOUNTANTS, COPIES OF WHICH HAVE BEEN
FURNISHED TO THE LENDERS, FAIRLY PRESENT THE CONSOLIDATED FINANCIAL CONDITION OF
PARENT AND ITS SUBSIDIARIES AS AT SUCH DATE AND THE CONSOLIDATED RESULTS OF THE
OPERATIONS OF PARENT AND ITS SUBSIDIARIES FOR THE FISCAL YEAR ENDED ON SUCH
DATE, ALL IN ACCORDANCE WITH GAAP CONSISTENTLY APPLIED.
(B)
SINCE JANUARY 30, 2016, THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN THE
BUSINESS, CONDITION (FINANCIAL OR OTHERWISE), OPERATIONS, PERFORMANCE,
PROPERTIES OR PROSPECTS OF PARENT AND ITS SUBSIDIARIES, TAKEN AS A WHOLE.
SECTION 3.05.
LITIGATION.
THERE IS NO PENDING OR THREATENED ACTION, SUIT,
INVESTIGATION, LITIGATION OR PROCEEDING AFFECTING PARENT OR ANY SUBSIDIARY
PENDING OR THREATENED BEFORE ANY GOVERNMENTAL AUTHORITY OR ARBITRATOR THAT
(A) WOULD BE REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT OR (B) PURPORTS
TO AFFECT THE LEGALITY, VALIDITY OR ENFORCEABILITY OF ANY LOAN DOCUMENT OR THE
CONSUMMATION OF