AND
CORRECT ON AND AS OF SUCH EARLIER DATE PROVIDED THAT FOR THOSE REPRESENTATIONS
MADE TO THE BORROWER'S BEST KNOWLEDGE, BORROWER SHALL NOT BE REQUIRED TO MAKE
ANY SPECIFIC INQUIRY TO DETERMINE THE ACCURACY OF A REPRESENTATION AND WARRANTY
AS OF A BORROWING DATE, AS LONG AS SUCH INQUIRY IS MADE ON A QUARTERLY BASIS IN
CONNECTION WITH THE DELIVERY OF ITS QUARTERLY COMPLIANCE CERTIFICATE; AND
(III)
ALL LEGAL MATTERS INCIDENT TO THE MAKING OF SUCH ADVANCE (INCLUDING SWING LINE
LOANS) SHALL BE SATISFACTORY TO THE LENDERS AND THEIR COUNSEL.
Each Borrowing Notice or request for issuance of a Facility Letter of Credit
with respect to each such Credit Extension (including Swing Line Loans) shall
constitute a representation and warranty by the Borrower that the conditions
contained in Sections 5.2(i) and (ii) have been satisfied.
Any Lender may
require a duly completed compliance certificate in substantially the form of
Exhibit F hereto (including all schedules or exhibits) as a condition to making
an Advance (including Swing Line Loans); provided that the calculations
contained therein shall be based on the most recent quarterly information
available.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES
The General Partner and the Borrower each respectively (unless otherwise noted)
represents and warrants to the Lenders that:
6.1.
EXISTENCE.
IT IS DULY ORGANIZED, VALIDLY
EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF INDIANA, WITH ITS
PRINCIPAL PLACE OF BUSINESS IN INDIANAPOLIS, INDIANA AND IS DULY QUALIFIED AS A
FOREIGN CORPORATION OR PARTNERSHIP, PROPERLY LICENSED (IF REQUIRED), IN GOOD
STANDING AND HAS ALL REQUISITE AUTHORITY TO CONDUCT ITS BUSINESS IN EACH
JURISDICTION IN WHICH ITS BUSINESS IS CONDUCTED.
EACH OF ITS MATERIAL
SUBSIDIARIES IS DULY ORGANIZED, VALIDLY EXISTING AND 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.
6.2.
AUTHORIZATION AND VALIDITY.
IT HAS THE POWER
AND AUTHORITY AND LEGAL RIGHT TO EXECUTE AND DELIVER THE LOAN DOCUMENTS AND TO
PERFORM ITS OBLIGATIONS THEREUNDER.
THE
46
EXECUTION AND DELIVERY BY IT OF THE LOAN DOCUMENTS AND THE PERFORMANCE OF ITS
OBLIGATIONS THEREUNDER HAVE BEEN DULY AUTHORIZED BY PROPER PROCEEDINGS, AND THE
LOAN DOCUMENTS CONSTITUTE LEGAL, VALID AND BINDING OBLIGATIONS OF, RESPECTIVELY,
THE GENERAL PARTNER OR THE BORROWER ENFORCEABLE AGAINST SUCH ENTITY IN
ACCORDANCE WITH THEIR TERMS, EXCEPT AS ENFORCEABILITY MAY BE LIMITED BY
BANKRUPTCY, INSOLVENCY OR SIMILAR LAWS AFFECTING THE ENFORCEMENT OF CREDITORS'
RIGHTS GENERALLY AND GENERAL PRINCIPLES OF EQUITY.
6.3.
NO CONFLICT; GOVERNMENT CONSENT.
NEITHER THE
EXECUTION AND DELIVERY BY IT OF THE LOAN DOCUMENTS, NOR THE CONSUMMATION OF THE
TRANSACTIONS THEREIN CONTEMPLATED, NOR COMPLIANCE WITH THE PROVISIONS THEREOF
WILL VIOLATE ANY LAW, RULE, REGULATION, ORDER, WRIT, JUDGMENT, INJUNCTION,
DECREE OR AWARD BINDING ON, RESPECTIVELY, THE GENERAL PARTNER OR THE BORROWER OR
ANY OF SUCH ENTITY'S MATERIAL SUBSIDIARIES OR SUCH ENTITY'S OR ANY MATERIAL
SUBSIDIARY'S ARTICLES OF INCORPORATION, BY-LAWS, CERTIFICATE OF LIMITED
PARTNERSHIP OR PARTNERSHIP AGREEMENT OR THE PROVISIONS OF ANY INDENTURE,
INSTRUMENT OR AGREEMENT