SHALL SURVIVE THE PAYMENT OF ALL AMOUNTS DUE UNDER ANY LOAN DOCUMENT AND
THE TERMINATION OF THIS AGREEMENT.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants as to itself and the Subsidiaries to each
of the Lenders that:
SECTION 3.01.
CORPORATE EXISTENCE AND STANDING.
THE BORROWER AND EACH
SUBSIDIARY IS DULY ORGANIZED, VALIDLY EXISTING AND, WHERE SUCH CONCEPT EXISTS IN
THE RELEVANT JURISDICTION OF ORGANIZATION, IN GOOD STANDING UNDER THE LAWS OF
ITS JURISDICTION OF ORGANIZATION AND HAS ALL REQUISITE AUTHORITY TO CONDUCT ITS
BUSINESS IN EACH JURISDICTION IN WHICH ITS BUSINESS IS CONDUCTED WHERE THE
FAILURE TO SO QUALIFY WOULD HAVE A MATERIAL ADVERSE EFFECT.
SECTION 3.02.
AUTHORIZATION AND VALIDITY.
EACH LOAN PARTY HAS THE CORPORATE OR
OTHER ORGANIZATIONAL, AS APPLICABLE, POWER AND AUTHORITY AND LEGAL RIGHT TO
EXECUTE AND DELIVER THE LOAN DOCUMENTS TO WHICH IT IS A PARTY AND TO PERFORM ITS
OBLIGATIONS THEREUNDER (COLLECTIVELY, THE "TRANSACTIONS").
THE TRANSACTIONS
HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE OR OTHER ORGANIZATIONAL
ACTION, AND IF REQUIRED, STOCKHOLDER OR OTHER EQUITY HOLDER ACTION, AS
APPLICABLE. THIS AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED BY THE BORROWER
AND CONSTITUTES, AND EACH OTHER LOAN DOCUMENT TO WHICH ANY LOAN PARTY IS TO BE A
PARTY, WHEN EXECUTED AND DELIVERED BY SUCH LOAN PARTY, WILL CONSTITUTE, A LEGAL,
VALID AND BINDING OBLIGATION OF THE BORROWER OR SUCH OTHER LOAN PARTY,
ENFORCEABLE AGAINST THE BORROWER OR SUCH OTHER LOAN PARTY IN ACCORDANCE WITH ITS
TERMS, EXCEPT AS ENFORCEABILITY MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY,
MORATORIUM OR SIMILAR LAWS AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS
GENERALLY.
SECTION 3.03.
NO CONFLICT; GOVERNMENTAL CONSENT.
NONE OF THE TRANSACTIONS WILL
VIOLATE ANY LAW, RULE, REGULATION, ORDER, WRIT, JUDGMENT, INJUNCTION, DECREE OR
AWARD BINDING ON THE BORROWER OR ANY SUBSIDIARY OR THE BORROWER'S OR ANY
SUBSIDIARY'S ARTICLES OR CERTIFICATE OF INCORPORATION, BYLAWS OR OTHER
ORGANIZATIONAL DOCUMENTS OR THE PROVISIONS OF ANY INDENTURE, INSTRUMENT OR
AGREEMENT TO WHICH THE BORROWER OR ANY SUBSIDIARY IS A PARTY OR IS SUBJECT, OR
BY WHICH IT, OR ITS PROPERTY, IS BOUND, OR CONFLICT THEREWITH OR CONSTITUTE A
DEFAULT THEREUNDER, OR RESULT IN THE CREATION OR IMPOSITION OF ANY LIEN IN, OF
OR ON THE PROPERTY OF THE BORROWER OR ANY SUBSIDIARY PURSUANT TO THE TERMS OF
ANY SUCH INDENTURE, INSTRUMENT OR AGREEMENT, EXCEPT FOR LIENS CREATED UNDER THE
LOAN DOCUMENTS.
NO ORDER, CONSENT, APPROVAL, LICENSE, AUTHORIZATION, OR
VALIDATION OF, OR FILING, RECORDING OR REGISTRATION WITH, OR EXEMPTION BY, ANY
GOVERNMENTAL OR PUBLIC BODY OR AUTHORITY, OR ANY SUBDIVISION THEREOF, IS
REQUIRED TO
49
AUTHORIZE, OR IS REQUIRED IN CONNECTION WITH THE EXECUTION, DELIVERY AND
PERFORMANCE OF, OR THE LEGALITY, VALIDITY, BINDING EFFECT OR ENFORCEABILITY OF,
ANY OF THE LOAN DOCUMENTS, EXCEPT ACTS NECESSARY TO PERFECT LIENS CREATED UNDER
THE LOAN DOCUMENTS.
SECTION 3.04.
COMPLIANCE WITH LAWS; ENVIRONMENTAL AND SAFETY MATTERS.
(A)
THE
BORROWER AND EACH SUBSIDIARY HAS COMPLIED WITH ALL APPLICABLE STATUTES, RULES,
REGULATIONS, ORDERS AND RESTRICTIONS OF ANY DOMESTIC OR FOREIGN GOVERNMENT, OR
ANY INSTRUMENTALITY OR AGENCY THEREOF, HAVING