Agent and the Lenders
that:
5.01
EXISTENCE, QUALIFICATION AND POWER.
EACH BORROWER (A) IS DULY
ORGANIZED OR FORMED, VALIDLY EXISTING AND, AS APPLICABLE, IN GOOD STANDING UNDER
THE LAWS OF THE JURISDICTION OF ITS INCORPORATION OR ORGANIZATION, (B) HAS ALL
REQUISITE POWER AND AUTHORITY AND ALL REQUISITE AND RELEVANT GOVERNMENTAL
LICENSES, AUTHORIZATIONS, CONSENTS AND APPROVALS TO (I) OWN OR LEASE ITS ASSETS
AND CARRY ON ITS BUSINESS AND (II) EXECUTE, DELIVER AND PERFORM ITS OBLIGATIONS
UNDER THE LOAN DOCUMENTS TO WHICH IT IS A PARTY, AND (C) IS DULY QUALIFIED AND
IS LICENSED WHERE APPLICABLE AND, AS APPLICABLE, IN GOOD STANDING UNDER THE LAWS
OF EACH JURISDICTION WHERE ITS OWNERSHIP, LEASE OR OPERATION OF PROPERTIES OR
THE CONDUCT OF ITS BUSINESS REQUIRES SUCH QUALIFICATION OR LICENSE; EXCEPT IN
EACH CASE REFERRED TO IN CLAUSE (B)(I) OR (C), TO THE EXTENT THAT FAILURE TO DO
SO COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
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5.02
AUTHORIZATION; NO CONTRAVENTION.
THE EXECUTION, DELIVERY AND
PERFORMANCE BY EACH BORROWER OF EACH LOAN DOCUMENT TO WHICH SUCH PERSON IS
PARTY, HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE OR OTHER
ORGANIZATIONAL ACTION, AND DO NOT AND WILL NOT (A) CONTRAVENE THE TERMS OF ANY
OF SUCH PERSON'S ORGANIZATION DOCUMENTS; (B) CONFLICT WITH OR RESULT IN ANY
BREACH OR CONTRAVENTION OF, OR REQUIRE ANY PAYMENT TO BE MADE UNDER (I) ANY
CONTRACTUAL OBLIGATION TO WHICH SUCH PERSON IS A PARTY OR AFFECTING SUCH PERSON
OR THE PROPERTIES OF SUCH PERSON OR ANY OF ITS SUBSIDIARIES OR (II) ANY ORDER,
INJUNCTION, WRIT OR DECREE OF ANY GOVERNMENTAL AUTHORITY OR ANY ARBITRAL AWARD
TO WHICH SUCH PERSON OR ITS PROPERTY IS SUBJECT; (C) VIOLATE ANY LAW; EXCEPT, IN
EACH CASE REFERRED TO IN CLAUSE (B) OR (C) TO THE EXTENT SUCH CONFLICT, BREACH,
CONTRAVENTION, PAYMENT OR VIOLATION WOULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT OR (D) RESULT IN THE CREATION OR IMPOSITION OF ANY LIEN
ON ANY ASSET OF ANY OF THE BORROWERS OR ANY OF THEIR SUBSIDIARIES OTHER THAN THE
LIENS CREATED PURSUANT TO THE LOAN DOCUMENTS.
5.03
GOVERNMENTAL AUTHORIZATION; OTHER CONSENTS.
NO APPROVAL, CONSENT,
EXEMPTION, AUTHORIZATION, OR OTHER ACTION BY, OR NOTICE TO, OR FILING WITH, ANY
GOVERNMENTAL AUTHORITY OR ANY OTHER PERSON IS NECESSARY OR REQUIRED IN
CONNECTION WITH THE EXECUTION, DELIVERY OR PERFORMANCE BY, OR ENFORCEMENT
AGAINST, ANY BORROWER OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT EXCEPT (I)
FOR THE FILING OF UCC FINANCING STATEMENTS AND (II) SUCH APPROVALS, CONSENTS,
EXEMPTIONS, AUTHORIZATIONS OR OTHER ACTIONS, NOTICES OR FILINGS AS HAVE BEEN
OBTAINED OR MADE AND ARE IN FULL FORCE AND EFFECT OR WHERE THE FAILURE TO OBTAIN
OR MAKE SUCH APPROVALS, CONSENTS, EXEMPTIONS, AUTHORIZATIONS OR OTHER ACTIONS,
NOTICES OR FILINGS WOULD NOT HAVE A MATERIAL ADVERSE EFFECT.
5.04
BINDING EFFECT.
THIS AGREEMENT HAS BEEN, AND EACH OTHER LOAN
DOCUMENT, WHEN DELIVERED HEREUNDER, WILL HAVE BEEN, DULY EXECUTED AND DELIVERED
BY EACH BORROWER THAT IS A PARTY THERETO.
THIS AGREEMENT CONSTITUTES, AND EACH
OTHER LOAN