THE FOLLOWING CONDITIONS:
(A)
TIMELY RECEIPT BY THE ADMINISTRATIVE AGENT
AND THE BANKS OF THE NOTICE OF BORROWING OR CONVERSION AS PROVIDED IN SECTION
2.4;
(B)
THE REPRESENTATIONS AND WARRANTIES CONTAINED
IN SECTION IV SHALL BE TRUE AND ACCURATE IN ALL MATERIAL RESPECTS ON AND AS OF
THE DATE OF SUCH NOTICE OF BORROWING OR CONVERSION AND ON THE EFFECTIVE DATE OF
THE MAKING, CONTINUATION OR CONVERSION OF EACH LOAN AS THOUGH MADE AT AND AS OF
EACH SUCH DATE (EXCEPT TO THE EXTENT THAT SUCH REPRESENTATIONS AND WARRANTIES
EXPRESSLY RELATE TO AN EARLIER DATE), AND NO DEFAULT OR EVENT OF DEFAULT SHALL
HAVE OCCURRED AND BE CONTINUING, OR WOULD RESULT FROM SUCH LOAN;
(C)
THE RESOLUTIONS REFERRED TO IN SECTION
3.1.6 SHALL REMAIN IN FULL FORCE AND EFFECT; AND
(D)
NO CHANGE SHALL HAVE OCCURRED IN ANY LAW OR
REGULATION OR INTERPRETATION THEREOF THAT, IN THE OPINION OF COUNSEL FOR THE
ADMINISTRATIVE AGENT OR ANY BANK, WOULD MAKE IT ILLEGAL OR AGAINST THE POLICY OF
ANY GOVERNMENTAL AGENCY OR AUTHORITY FOR SUCH BANK TO MAKE LOANS HEREUNDER.
The making of each Loan shall be deemed to be a representation and warranty by
the Borrower on the date of the making, continuation or conversion of such Loan
as to the accuracy of the facts referred to in subsection (b) of this Section
3.2.
SECTION IV
REPRESENTATIONS AND WARRANTIES
In order to induce the Administrative Agent and the Banks to enter into this
Agreement and to make Loans and issue Letters of Credit hereunder, the Borrower
and each other member of the Borrower Affiliated Group jointly and severally
represent and warrant to the Administrative Agent and each Bank that:
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4.1.
ORGANIZATION AND QUALIFICATION.
THE BORROWER
AND EACH OTHER MEMBER OF THE BORROWER AFFILIATED GROUP (A) IS A CORPORATION DULY
ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE
JURISDICTION OF ITS INCORPORATION AS INDICATED ON EXHIBIT D HERETO, (B) HAS ALL
REQUISITE CORPORATE POWER TO OWN ITS PROPERTY AND CONDUCT ITS BUSINESS AS NOW
CONDUCTED AND AS PRESENTLY CONTEMPLATED, AND (C) IS DULY QUALIFIED AND IN GOOD
STANDING AS A FOREIGN CORPORATION AND IS DULY AUTHORIZED TO DO BUSINESS IN EACH
JURISDICTION WHERE THE NATURE OF ITS PROPERTIES OR BUSINESS REQUIRES SUCH
QUALIFICATION, EXCEPT WHERE THE FAILURE TO BE SO QUALIFIED WOULD NOT HAVE A
MATERIAL ADVERSE EFFECT ON THE BUSINESS, CONDITION (FINANCIAL OR OTHERWISE),
ASSETS, OPERATIONS OR PROSPECTS OF THE BORROWER AFFILIATED GROUP TAKEN AS A
WHOLE.
4.2.
CORPORATE AUTHORITY.
THE EXECUTION, DELIVERY
AND PERFORMANCE OF EACH OF THE LOAN DOCUMENTS AND ANCILLARY DOCUMENTS TO WHICH
THE BORROWER OR ANY OTHER MEMBER OF THE BORROWER AFFILIATED GROUP IS OR IS TO
BECOME A PARTY AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY ARE WITHIN
THE CORPORATE POWER AND AUTHORITY OF THE BORROWER OR SUCH MEMBER OF THE BORROWER
AFFILIATED GROUP AND HAVE BEEN AUTHORIZED BY ALL NECESSARY CORPORATE
PROCEEDINGS, AND DO NOT AND WILL NOT (A) REQUIRE ANY CONSENT OR APPROVAL OF ANY
CREDITORS, TRUSTEES FOR