OFFICER OF THE BORROWER.
(K)
NO DEFAULT SHALL EXIST ON THE CLOSING DATE, AND THE ADMINISTRATIVE AGENT
SHALL HAVE RECEIVED A CERTIFICATION THEREOF BY A RESPONSIBLE OFFICER OF THE
BORROWER.
(L)
NO LOAN PARTY SHALL BE A PARTY TO ANY BINDING AGREEMENT TO DISPOSE OF
COLLATERAL HAVING A FAIR MARKET VALUE IN EXCESS OF $5,000,000 OUTSIDE OF THE
ORDINARY COURSE OF BUSINESS.
ARTICLE V
REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants to the Administrative Agent and the Lenders
as of the Closing Date that:
SECTION 5.01.
ORGANIZATION; POWERS.
EACH LOAN PARTY IS DULY ORGANIZED, VALIDLY
EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS
ORGANIZATION, AND EACH SUCH PERSON HAS ALL REQUISITE POWER AND AUTHORITY TO
CARRY ON ITS BUSINESS AS NOW CONDUCTED AND, EXCEPT WHERE THE FAILURE TO DO SO,
INDIVIDUALLY OR IN THE AGGREGATE, WOULD NOT REASONABLY BE EXPECTED TO RESULT
35
IN A MATERIAL ADVERSE EFFECT, IS QUALIFIED TO DO BUSINESS IN, AND IS IN GOOD
STANDING IN, EVERY JURISDICTION WHERE SUCH QUALIFICATION IS REQUIRED.
SECTION 5.02.
AUTHORIZATION; ENFORCEABILITY.
THE TRANSACTIONS CONTEMPLATED
HEREBY AND BY THE OTHER LOAN DOCUMENTS TO BE ENTERED INTO BY EACH LOAN PARTY ARE
WITHIN SUCH LOAN PARTY'S CORPORATE, LIMITED LIABILITY COMPANY OR PARTNERSHIP
POWERS AND HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE OR
ORGANIZATIONAL, AND, IF REQUIRED, STOCKHOLDER ACTION.
THIS AGREEMENT HAS BEEN
DULY EXECUTED AND DELIVERED BY EACH LOAN PARTY THAT IS A PARTY HERETO 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, A LEGAL, VALID
AND BINDING OBLIGATION OF SUCH LOAN PARTY, ENFORCEABLE IN ACCORDANCE WITH ITS
TERMS, SUBJECT TO APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM
OR OTHER LAWS AFFECTING CREDITORS' RIGHTS GENERALLY AND SUBJECT TO GENERAL
PRINCIPLES OF EQUITY, REGARDLESS OF WHETHER CONSIDERED IN A PROCEEDING IN EQUITY
OR AT LAW.
SECTION 5.03.
GOVERNMENTAL APPROVALS; NO CONFLICTS.
THE TRANSACTIONS
CONTEMPLATED BY THE LOAN DOCUMENTS (A) DO NOT REQUIRE ANY CONSENT OR APPROVAL
OF, REGISTRATION OR FILING WITH, OR ANY OTHER ACTION BY, ANY GOVERNMENTAL
AUTHORITY, EXCEPT (I) FOR SUCH AS HAVE BEEN OBTAINED OR MADE AND ARE IN FULL
FORCE AND EFFECT; (II) FOR THOSE THE FAILURE OF WHICH TO OBTAIN WOULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT; AND (III) FOR FILINGS
AND RECORDINGS NECESSARY TO PERFECT LIENS CREATED UNDER THE LOAN DOCUMENTS;
(B) WILL NOT VIOLATE ANY APPLICABLE LAW OR REGULATION OR THE ORGANIZATION
DOCUMENTS OF ANY LOAN PARTY OR ANY ORDER OF ANY GOVERNMENTAL AUTHORITY, EXCEPT
FOR ANY SUCH VIOLATION WHICH WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT; (C) WILL NOT VIOLATE OR RESULT IN A DEFAULT UNDER THE EXISTING
REVOLVING CREDIT FACILITY OR ANY OTHER INDENTURE, AGREEMENT (INCLUDING ANY
MATERIAL CONTRACT) OR OTHER INSTRUMENT BINDING UPON ANY LOAN PARTY OR ITS ASSETS
OR GIVE RISE TO A RIGHT THEREUNDER TO REQUIRE ANY PAYMENT TO BE MADE BY ANY LOAN
PARTY OR ANY OF ITS SUBSIDIARIES,