SUCH FACILITIES INCREASE
SHALL BE MADE ON THE TERMS AND CONDITIONS SET FORTH IN SECTION 2.10(A) AND (III)
THE BORROWER SHALL BE IN COMPLIANCE WITH SECTION 7.17 ON SUCH FACILITIES
INCREASE DATE FOR THE MOST RECENTLY ENDED FISCAL QUARTER ON A PRO-FORMA BASIS
BOTH BEFORE AND AFTER GIVING EFFECT TO SUCH FACILITIES INCREASE.
(D)
YIELD MAINTENANCE.
(I) THE "ALL-IN YIELD" OF SUCH FACILITIES
INCREASE FOR THE TERM B COMMITMENTS OR REVOLVING COMMITMENTS SHALL NOT EXCEED
SUCH "ALL-IN YIELD" (ON A "MARKED-TO-MARKET" BASIS) FOR THE TERM B LOANS OR
REVOLVING CREDIT LOANS OUTSTANDING ON THE FACILITIES INCREASE DATE (AFTER GIVING
EFFECT TO ANY INCREASE IN THE APPLICABLE MARGIN APPLICABLE TO THE EXISTING TERM
B LOANS AND REVOLVING CREDIT LOANS BECOMING EFFECTIVE ON THE FACILITIES INCREASE
DATE) AND (II) AS OF SUCH FACILITIES INCREASE DATE, THE WEIGHTED AVERAGE LIFE TO
MATURITY OF SUCH FACILITIES INCREASE FOR THE TERM B LOANS OR REVOLVING CREDIT
LOANS SHALL NOT BE SHORTER THAN THE REMAINING WEIGHTED AVERAGE LIFE TO MATURITY
FOR THE TERM B LOANS OR REVOLVING CREDIT LOANS OUTSTANDING IMMEDIATELY PRIOR TO
SUCH FACILITIES INCREASE.
ARTICLE V
REPRESENTATIONS AND WARRANTIES
Each of Holdings and the Borrower represents and warrants to the Administrative
Agent and the Lenders that:
SECTION 5.01
EXISTENCE, QUALIFICATION AND POWER; COMPLIANCE WITH LAWS.
EACH
GROUP COMPANY (I) IS DULY ORGANIZED OR FORMED, VALIDLY EXISTING AND IN GOOD
STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS INCORPORATION OR
ORGANIZATION, (II) HAS ALL REQUISITE POWER AND AUTHORITY AND ALL REQUISITE
GOVERNMENTAL LICENSES, AUTHORIZATIONS, CONSENTS AND APPROVALS TO (A) OWN ITS
ASSETS AND CARRY ON ITS BUSINESS AND (B) EXECUTE, DELIVER AND PERFORM ITS
OBLIGATIONS UNDER THE LOAN DOCUMENTS TO WHICH IT IS A PARTY, (III) IS DULY
QUALIFIED AND IS LICENSED AND 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, AND (IV) IS IN
COMPLIANCE WITH ALL LAWS; EXCEPT IN EACH CASE REFERRED TO IN CLAUSE (II)(A),
(III) OR (IV), TO THE EXTENT THAT FAILURE TO DO SO COULD NOT REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
SECTION 5.02
AUTHORIZATION; NO CONTRAVENTION.
THE EXECUTION, DELIVERY AND
PERFORMANCE BY EACH LOAN PARTY OF EACH LOAN DOCUMENT TO WHICH SUCH PERSON IS
PARTY HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE, PARTNERSHIP, LIMITED
LIABILITY COMPANY OR OTHER ORGANIZATIONAL ACTION, AND DO NOT AND WILL NOT (I)
CONTRAVENE THE TERMS OF ANY OF SUCH PERSON'S ORGANIZATION DOCUMENTS, (II)
CONFLICT WITH OR RESULT IN ANY BREACH OR CONTRAVENTION OF, OR THE CREATION OF
ANY LIEN UNDER, ANY CONTRACTUAL OBLIGATION TO WHICH SUCH PERSON IS A PARTY OR
ANY ORDER, INJUNCTION, WRIT OR DECREE OF ANY GOVERNMENTAL AUTHORITY OR ANY
ARBITRAL AWARD TO WHICH SUCH PERSON OR ITS PROPERTY IS SUBJECT OR (III)
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VIOLATE ANY LAW, EXCEPT IN ANY CASE FOR SUCH VIOLATIONS WHICH COULD NOT
REASONABLY BE EXPECTED, INDIVIDUALLY OR IN THE AGGREGATE, TO HAVE A MATERIAL
ADVERSE EFFECT.
SECTION 5.03
GOVERNMENTAL AUTHORIZATION;