Accommodations available hereunder, each of the Borrowers jointly and
severally represents and warrants to the Agent and each of the Lenders that:
(A)
STATUS AND POWER:
SUCH BORROWER IS AN
ENTITY DULY FORMED AND ORGANIZED AND VALIDLY SUBSISTING UNDER THE LAWS OF ITS
JURISDICTION OF FORMATION AND HAS FULL POWER AND AUTHORITY TO OWN ITS ASSETS AND
TO CARRY ON ITS BUSINESS AS NOW CONDUCTED. SUCH BORROWER HAS OBTAINED ALL
AUTHORIZATIONS REQUIRED IN RESPECT OF ITS OPERATIONS, THE ABSENCE OF ANY OF
WHICH WOULD HAVE A MATERIAL ADVERSE EFFECT, AND SUCH BORROWER IS NOT IN DEFAULT,
AND HAS RECEIVED NO NOTICE OF ANY CLAIM (OTHER THAN CLAIMS THAT ARE PERMITTED
HEREUNDER) OR DEFAULT, WITH RESPECT TO ANY SUCH AUTHORIZATIONS WHICH WOULD HAVE
A MATERIAL ADVERSE EFFECT.
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(B)
AUTHORIZATION:
SUCH BORROWER HAS FULL POWER
AND AUTHORITY AND FULL LEGAL RIGHT TO ENTER INTO AND PERFORM ITS OBLIGATIONS
UNDER THIS AGREEMENT AND ALL ANCILLARY AGREEMENTS TO WHICH IT IS A PARTY AND TO
OBTAIN ACCOMMODATIONS HEREUNDER, AND SUCH BORROWER HAS TAKEN ALL ACTION
NECESSARY TO BE TAKEN BY IT TO AUTHORIZE SUCH ACTS.
(C)
ENFORCEABILITY OF AGREEMENT:
THIS
AGREEMENT AND EACH ANCILLARY AGREEMENT TO WHICH SUCH BORROWER IS A PARTY
CONSTITUTE LEGAL, VALID AND BINDING OBLIGATIONS OF SUCH BORROWER, ENFORCEABLE
AGAINST IT IN ACCORDANCE WITH THEIR RESPECTIVE TERMS, SUBJECT ONLY TO ANY
LIMITATION UNDER APPLICABLE LAWS RELATING TO: (I) BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM OR CREDITORS' RIGHTS GENERALLY; AND (II) THE
DISCRETION THAT A COURT MAY EXERCISE IN THE GRANTING OF EQUITABLE REMEDIES.
(D)
COMPLIANCE WITH OTHER INSTRUMENTS:
THE
CONSUMMATION OF THE TRANSACTIONS HEREIN CONTEMPLATED AND THE COMPLIANCE WITH THE
TERMS, CONDITIONS AND PROVISIONS OF THIS AGREEMENT AND ANY OF THE ANCILLARY
AGREEMENTS TO WHICH SUCH BORROWER IS A PARTY WILL NOT CONFLICT WITH OR RESULT IN
A BREACH OF OR CONSTITUTE A DEFAULT UNDER ANY OF THE TERMS, CONDITIONS OR
PROVISIONS OF (I) THE CERTIFICATE OF INCORPORATION, OTHER CONSTATING DOCUMENTS
OR BY-LAWS OF SUCH BORROWER, OR (II) ANY AGREEMENT OR INSTRUMENT TO WHICH SUCH
BORROWER IS A PARTY OR BY WHICH IT IS BOUND, EXCEPT IN THE CASE OF ANY SUCH
CONFLICT, BREACH OR DEFAULT OF ANY SUCH OTHER AGREEMENT OR INSTRUMENT WHICH
WOULD NOT HAVE A MATERIAL ADVERSE EFFECT OR RESULT IN THE CREATION OR IMPOSITION
OF ANY ENCUMBRANCE UPON ANY ASSETS OF ANY BORROWER WHICH IS NOT A PERMITTED
ENCUMBRANCE.
(E)
NO EVENT OF DEFAULT:
NO DEFAULT OR EVENT
OF DEFAULT HAS OCCURRED AND IS CONTINUING NOR HAS ANY EVENT OR CONDITION
OCCURRED WHICH, WITH THE GIVING OF NOTICE OR PASSAGE OF TIME, OR BOTH, WOULD
CONSTITUTE A DEFAULT UNDER ANY AGREEMENT FOR BORROWED MONEY (OTHER THAN THIS
AGREEMENT) TO WHICH ANY BORROWER OR ANY SUBSIDIARY IS A PARTY, WHICH DEFAULT
COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
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(F)
RESTRICTIVE DOCUMENTS:
SUCH BORROWER IS
NOT SUBJECT TO ANY CERTIFICATE OF INCORPORATION, CONSTATING DOCUMENT OR BY-LAW
RESTRICTION, ANY LAW, ANY CLAIM (OTHER THAN CLAIMS THAT ARE PERMITTED
HEREUNDER), ANY CONTRACT OR INSTRUMENT, ANY ENCUMBRANCE