UNDER SECTION 2.13 OF THIS AGREEMENT.
ON THE THIRD AMENDMENT
AND RESTATEMENT EFFECTIVE DATE, THE ORIGINAL REVOLVING LOANS SHALL BE DEEMED
PAID IN FULL AND DISCHARGED AND THE ORIGINAL REVOLVING COMMITMENTS SHALL BE
DEEMED TERMINATED.
(IV)
THE HOLDERS OF THE REVOLVING COMMITMENTS SHALL BE ENTITLED TO THE
SAME GUARANTEES AND SECURITY INTERESTS PURSUANT TO THE SECURITY AGREEMENT AND
THE OTHER SECURITY DOCUMENTS FROM AND AFTER THE THIRD AMENDMENT AND RESTATEMENT
EFFECTIVE DATE AS THE BENEFITS WHICH THE HOLDERS OF THE ORIGINAL REVOLVING LOANS
AND ORIGINAL REVOLVING COMMITMENTS HAD BEEN ENTITLED IMMEDIATELY PRIOR TO THE
THIRD AMENDMENT AND RESTATEMENT EFFECTIVE DATE.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Each Loan Party represents and warrants to the Administrative Agent, the
Collateral Agent, the Issuing Bank and each of the Lenders that:
SECTION 3.01.
ORGANIZATION; POWERS.
EACH COMPANY (A) IS DULY ORGANIZED AND
VALIDLY EXISTING UNDER THE LAWS OF THE JURISDICTION OF ITS ORGANIZATION, (B) HAS
ALL REQUISITE POWER AND AUTHORITY TO CARRY ON ITS BUSINESS AS NOW CONDUCTED AND
TO OWN AND LEASE ITS PROPERTY AND (C) IS QUALIFIED AND IN GOOD STANDING (TO THE
EXTENT SUCH CONCEPT IS APPLICABLE IN THE APPLICABLE JURISDICTION) TO DO BUSINESS
IN EVERY JURISDICTION WHERE SUCH QUALIFICATION IS REQUIRED, EXCEPT IN SUCH
JURISDICTIONS WHERE THE FAILURE TO SO QUALIFY OR BE IN GOOD STANDING,
INDIVIDUALLY OR IN THE AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO RESULT IN
A MATERIAL ADVERSE EFFECT.
SECTION 3.02.
AUTHORIZATION; ENFORCEABILITY.
THE TRANSACTIONS TO BE ENTERED
INTO BY EACH LOAN PARTY ARE WITHIN SUCH LOAN PARTY'S POWERS AND HAVE BEEN DULY
AUTHORIZED BY ALL NECESSARY ACTION.
THIS AGREEMENT HAS BEEN DULY EXECUTED AND
DELIVERED BY EACH LOAN PARTY 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 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 3.03.
GOVERNMENTAL APPROVALS; NO CONFLICTS.
EXCEPT AS SET FORTH ON
SCHEDULE 3.03, THE TRANSACTIONS (A) DO NOT REQUIRE ANY CONSENT OR APPROVAL OF,
REGISTRATION OR FILING WITH, OR ANY OTHER ACTION BY, ANY GOVERNMENTAL AUTHORITY,
EXCEPT (I) SUCH AS HAVE BEEN OBTAINED OR MADE AND ARE IN FULL FORCE AND EFFECT,
(II) FILINGS NECESSARY TO PERFECT LIENS CREATED UNDER THE LOAN DOCUMENTS AND
(III) CONSENTS, APPROVALS, REGISTRATIONS, FILINGS OR ACTIONS THE FAILURE OF
WHICH TO OBTAIN OR PERFORM COULD NOT REASONABLY BE EXPECTED TO RESULT IN A
MATERIAL ADVERSE EFFECT, (B) WILL NOT VIOLATE THE CHARTER, BY LAWS OR OTHER
ORGANIZATIONAL DOCUMENTS OF ANY COMPANY OR ANY ORDER OF ANY GOVERNMENTAL
AUTHORITY, (C) WILL NOT VIOLATE, RESULT IN A DEFAULT OR REQUIRE ANY CONSENT OR
APPROVAL UNDER ANY APPLICABLE LAW OR REGULATION, INDENTURE, AGREEMENT OR OTHER
INSTRUMENT BINDING UPON ANY COMPANY OR ITS ASSETS, OR GIVE RISE TO A