ALL RESPECTS TO THE
ADMINISTRATIVE AGENT.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants to the Administrative Agent and each Lender
as follows:
SECTION 4.1.
EXISTENCE; POWER. THE BORROWER
AND EACH OF ITS SUBSIDIARIES (I) IS DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD
STANDING AS A CORPORATION, PARTNERSHIP OR LIMITED LIABILITY COMPANY 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.
SECTION 4.2.
ORGANIZATIONAL POWER;
AUTHORIZATION. THE EXECUTION, DELIVERY AND PERFORMANCE BY EACH LOAN PARTY OF THE
LOAN 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, SHAREHOLDER, PARTNER OR MEMBER, ACTION. THIS
AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED BY THE BORROWER, AND CONSTITUTES,
AND EACH OTHER LOAN DOCUMENT TO WHICH ANY LOAN PARTY IS A PARTY, WHEN EXECUTED
AND DELIVERED BY SUCH LOAN PARTY, WILL
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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.
SECTION 4.3.
GOVERNMENTAL APPROVALS; NO
CONFLICTS. THE EXECUTION, DELIVERY AND PERFORMANCE BY THE BORROWER OF THIS
AGREEMENT, AND BY EACH LOAN PARTY OF THE OTHER LOAN DOCUMENTS TO WHICH IT IS A
PARTY (A) DO NOT REQUIRE ANY MATERIAL CONSENT OR APPROVAL OF, REGISTRATION OR
FILING WITH, OR ANY ACTION BY, ANY GOVERNMENTAL AUTHORITY, EXCEPT THOSE AS HAVE
BEEN OBTAINED OR MADE AND ARE IN FULL FORCE AND EFFECT, (B) WILL NOT VIOLATE IN
ANY MATERIAL RESPECT ANY REQUIREMENTS OF LAW APPLICABLE TO THE BORROWER OR ANY
OF ITS SUBSIDIARIES OR ANY JUDGMENT, ORDER OR RULING OF ANY GOVERNMENTAL
AUTHORITY, (C) WILL NOT VIOLATE OR RESULT IN A DEFAULT IN ANY MATERIAL RESPECT
UNDER ANY INDENTURE, MATERIAL AGREEMENT OR OTHER MATERIAL INSTRUMENT BINDING ON
THE BORROWER OR ANY OF ITS SUBSIDIARIES OR ANY OF ITS ASSETS OR GIVE RISE TO A
RIGHT THEREUNDER TO REQUIRE ANY PAYMENT TO BE MADE BY THE BORROWER OR ANY OF ITS
SUBSIDIARIES AND (D) WILL NOT RESULT IN THE CREATION OR IMPOSITION OF ANY LIEN
ON ANY ASSET OF THE BORROWER OR ANY OF ITS SUBSIDIARIES, EXCEPT LIENS CREATED
UNDER THE LOAN DOCUMENTS.
SECTION 4.4.
FINANCIAL STATEMENTS. THE
BORROWER HAS FURNISHED TO EACH LENDER (I) THE AUDITED CONSOLIDATED BALANCE SHEET
OF THE BORROWER AND ITS SUBSIDIARIES AS OF MARCH 31, 2007, AND THE RELATED
CONSOLIDATED STATEMENTS OF INCOME, SHAREHOLDERS' EQUITY AND CASH FLOWS FOR THE
FISCAL YEAR THEN ENDED PREPARED BY DELOITTE & TOUCHE LLP AND (II)