REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT;
(D)
THE BORROWER SHALL HAVE DELIVERED THE
REQUIRED NOTICE OF BORROWING; AND
(E)
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED SUCH OTHER DOCUMENTS, CERTIFICATES, INFORMATION OR LEGAL OPINIONS AS
THE ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS MAY REASONABLY REQUEST, ALL IN
FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT OR THE
REQUIRED LENDERS.
49
Each Borrowing and each issuance, amendment, extension or renewal of any Letter
of Credit shall be deemed to constitute a representation and warranty by the
Borrower on the date thereof as to the matters specified in paragraphs (a),
(b) and (c) of this Section 3.2.
SECTION 3.3.
DELIVERY OF DOCUMENTS.
ALL OF THE
LOAN DOCUMENTS, CERTIFICATES, LEGAL OPINIONS AND OTHER DOCUMENTS AND PAPERS
REFERRED TO IN THIS ARTICLE III, UNLESS OTHERWISE SPECIFIED, SHALL BE DELIVERED
TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF EACH OF THE LENDERS AND, EXCEPT
FOR THE NOTES, IN SUFFICIENT COUNTERPARTS OR COPIES FOR EACH OF THE LENDERS AND
SHALL BE IN FORM AND SUBSTANCE SATISFACTORY IN ALL RESPECTS TO THE
ADMINISTRATIVE AGENT.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
The Parent and the Borrower each represent and warrant to the Administrative
Agent and each Lender as follows:
SECTION 4.1.
EXISTENCE; POWER.
THE PARENT, THE
BORROWER AND EACH OF THEIR 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 WOULD
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 EACH OF THE PARENT AND 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 CONSTITUTE,
VALID AND BINDING OBLIGATIONS OF THE PARENT, 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 EACH OF THE PARENT AND
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 CONSENT OR APPROVAL OF,
REGISTRATION OR FILING WITH, OR ANY ACTION BY, ANY GOVERNMENTAL