SUBSEQUENTLY REQUESTED LOANS OR LETTERS OF CREDIT, OR (B)
TO THE EXTENT SUCH UNSATISFIED CONDITION CONSTITUTED A DEFAULT OR EVENT OF
DEFAULT, CONSTITUTE A WAIVER BY ANY LENDER OF SUCH DEFAULT OR EVENT OF DEFAULT.
ARTICLE V.
REPRESENTATIONS AND WARRANTIES
SECTION 5.1.
REPRESENTATIONS AND WARRANTIES OF THE LOAN PARTIES.
IN ORDER TO
INDUCE THE LENDERS AND THE ISSUING LENDERS TO ENTER INTO THIS AGREEMENT, AND TO
MAKE THE LOANS AND ISSUE, MAINTAIN AND/OR PARTICIPATE IN THE LETTERS OF CREDIT,
EACH LOAN PARTY WHICH IS A PARTY HERETO REPRESENTS AND WARRANTS TO EACH LENDER
AND EACH ISSUING LENDER AS OF THE CLOSING DATE, AND (UNLESS SPECIFIED TO SPEAK
ONLY AS OF A SPECIFIED DATE) ON AND AS OF THE DATE OF ANY LOAN OR THE ISSUANCE,
AMENDMENT OR EXTENSION OF ANY LETTER OF CREDIT THAT:
(A)
ORGANIZATION; CORPORATE POWERS.
EACH LOAN PARTY (I) IS DULY
ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE
JURISDICTION OF ITS ORGANIZATION (EXCEPT TO THE EXTENT THAT SUCH LOAN PARTY'S
FAILURE TO BE IN GOOD STANDING UNDER SUCH LAWS COULD NOT REASONABLY BE EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT AND EXCEPT AS OTHERWISE AS A RESULT OF A
TRANSACTION PERMITTED UNDER SECTION 6.2(A)(I)), (II) IS DULY QUALIFIED TO DO
BUSINESS AS A FOREIGN CORPORATION AND IN GOOD STANDING UNDER THE LAWS OF EACH
JURISDICTION IN WHICH SUCH QUALIFICATION AND GOOD STANDING ARE NECESSARY IN
ORDER FOR IT TO CONDUCT ITS BUSINESS AND OWN ITS PROPERTY AS HERETOFORE
CONDUCTED AND OWNED (EXCEPT SUCH JURISDICTIONS WHERE FAILURE TO SO QUALIFY COULD
NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT), AND (III) HAS ALL
REQUISITE POWER TO CONDUCT ITS BUSINESS, TO OWN AND OPERATE ITS PROPERTY AND TO
EXECUTE, DELIVER AND PERFORM ALL OF ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS TO
WHICH IT IS A PARTY.
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(B)
AUTHORIZATIONS; ENFORCEABILITY.
EACH LOAN PARTY HAS THE REQUISITE
AUTHORITY TO EXECUTE, DELIVER AND PERFORM EACH OF THE LOAN DOCUMENTS EXECUTED BY
IT.
EACH OF THE LOAN DOCUMENTS TO WHICH ANY LOAN PARTY IS PARTY HAS BEEN DULY
EXECUTED AND DELIVERED BY SUCH LOAN PARTY AND CONSTITUTES THE LEGAL, VALID AND
BINDING OBLIGATION OF SUCH LOAN PARTY, ENFORCEABLE AGAINST SUCH LOAN PARTY IN
ACCORDANCE WITH ITS TERMS, SUBJECT TO BANKRUPTCY, INSOLVENCY, REORGANIZATION,
MORATORIUM OR OTHER SIMILAR LAWS AFFECTING CREDITORS' RIGHTS GENERALLY AND TO
GENERAL PRINCIPLES OF EQUITY, REGARDLESS OF WHETHER ENFORCEMENT IS SOUGHT IN A
PROCEEDING AT LAW OR IN EQUITY.
(C)
NO CONFLICT.
THE EXECUTION, DELIVERY AND/OR PERFORMANCE BY EACH
LOAN PARTY OF EACH LOAN DOCUMENT TO WHICH IT IS A PARTY DO NOT AND WILL NOT, BY
THE LAPSE OF TIME, THE GIVING OF NOTICE OR OTHERWISE, (I) CONSTITUTE A VIOLATION
OF ANY APPLICABLE LAW OR A BREACH OF ANY PROVISION CONTAINED IN SUCH PARTY'S
CHARTER OR BY-LAWS OR OTHER ORGANIZATIONAL DOCUMENTS OR CONTAINED IN ANY
MATERIAL AGREEMENT, INSTRUMENT OR DOCUMENT TO WHICH THE BORROWER OR ANY OF THE
BORROWER'S SUBSIDIARIES IS A PARTY OR BY WHICH IT IS BOUND OR (II)