Borrower Merger, or (iii) acquired hereafter by Successor Borrower.
2.
Reaffirmation and Ratification of Loan Documents.
Successor
Borrower (i) hereby adopts, ratifies, reaffirms and confirms all of the Assumed
Borrower Agreements executed by the Original Borrower, (ii) agrees that all
Assumed Borrower Agreements shall remain in full force and effect, (iii) shall
be substituted as a party to all such Assumed Borrower Agreements with the same
force and effect as if Successor Borrower were originally a party thereto and
(iv) makes all of the representations and warranties under the Assumed Borrower
Agreements as a "Borrower" and a "Grantor" as defined thereunder.
3.
Representations and Warranties.
To induce the Bank to consent to
the Borrower Merger, Successor Borrower represents and warrants to the Bank as
follows:
(A)
EXISTENCE; AUTHORITY; COMPLIANCE WITH LAW.
SUCCESSOR BORROWER (I)
IS A CORPORATION DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE
LAWS OF THE STATE OF DELAWARE; (II) HAS THE POWER TO OWN ITS PROPERTIES AND TO
CARRY ON ITS BUSINESS AS NOW CONDUCTED; (III) IS DULY QUALIFIED TO DO BUSINESS
AND IS IN GOOD STANDING IN ALL JURISDICTIONS IN WHICH THE FAILURE TO SO QUALIFY
OR BE IN GOOD STANDING COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT, (IV) HAS THE POWER AND AUTHORITY TO MAKE, EXECUTE, DELIVER AND CARRY OUT
THIS AGREEMENT AND THE ASSUMED BORROWER AGREEMENTS TO WHICH IT IS A PARTY (BY
ASSUMPTION OR OTHERWISE);
AND (V) HAS COMPLIED IN ALL MATERIAL RESPECTS WITH
ALL PROVISIONS OF ALL APPLICABLE LAWS AND REGULATIONS, INCLUDING THOSE RELATING
TO SUCCESSOR BORROWER'S OWNERSHIP OF REAL OR PERSONAL PROPERTY, THE CONDUCT AND
LICENSING OF SUCCESSOR BORROWER'S BUSINESS, THE PAYMENT AND WITHHOLDING OF
TAXES, ERISA AND OTHER EMPLOYEE MATTERS, SAFETY AND ENVIRONMENTAL MATTERS.
(B)
AUTHORIZATION; NO CONTRAVENTION.
THE EXECUTION, DELIVERY AND
PERFORMANCE BY SUCCESSOR BORROWER OF THIS AGREEMENT AND PERFORMANCE BY SUCCESSOR
BORROWER OF ITS OBLIGATIONS UNDER THE ASSUMED BORROWER AGREEMENTS TO WHICH IT IS
A PARTY (WHETHER BY ASSUMPTION OR OTHERWISE) HAVE BEEN DULY AUTHORIZED BY ALL
NECESSARY PROCEEDINGS ON ITS PART AND DO NOT AND WILL NOT (I) CONFLICT WITH OR
RESULT IN A BREACH OF ANY OF THE TERMS, CONDITIONS OR PROVISIONS OF, OR
CONSTITUTE A DEFAULT UNDER, OR RESULT IN ANY VIOLATION OF, OR RESULT IN THE
CREATION OR IMPOSITION OF ANY LIEN ON ANY OF THE PROPERTY OF THE BORROWER OR ANY
SUBSIDIARY (OTHER THAN LIENS CREATED UNDER THE INTERNATIONAL LOAN DOCUMENTS AND,
IN CONNECTION WITH THE EXECUTION, DELIVERY AND PERFORMANCE OF ANY EXPORT ORDER,
PERMITTED LIENS) PURSUANT TO (A) THE ORGANIZATION
2
DOCUMENTS OF THE SUCCESSOR BORROWER; (B) ANY GOVERNMENTAL REQUIREMENT; OR
(C) THE TERMS, CONDITIONS OR PROVISIONS OF ANY MATERIAL CONTRACT TO WHICH THE
SUCCESSOR BORROWER IS A PARTY OR BY WHICH IT IS BOUND OR TO WHICH IT IS SUBJECT.
(C)
NO CONSENT.
NO AUTHORIZATION OR APPROVAL OR OTHER ACTION BY, AND
NO NOTICE TO OR FILING WITH, ANY PERSON OR ANY GOVERNMENTAL AUTHORITY IS
REQUIRED FOR THE DUE EXECUTION, DELIVERY, AND PERFORMANCE OF THIS