and each Lender as set forth in this Article 5.
Each and all of the
representations and warranties set forth in this Article 5 shall be true and
correct, assuming and after giving effect to the consummation of the
transactions contemplated by this Agreement and the other Loan Documents.
SECTION 5.1
ORGANIZATION, POWER, AUTHORITY, ETC.
EACH OF THE LOAN
PARTIES (I) IS DULY ORGANIZED AND EXISTING AND IN GOOD STANDING UNDER THE LAWS
OF THE JURISDICTION OF ITS ORGANIZATION OR INCORPORATION, (II) IS DULY QUALIFIED
TO DO BUSINESS AND IS IN GOOD STANDING AS A FOREIGN CORPORATION IN EACH
JURISDICTION WHERE THE FAILURE TO SO QUALIFY COULD REASONABLY BE EXPECTED TO
RESULT IN A MATERIAL ADVERSE CHANGE, AND (III) HAS FULL POWER AND AUTHORITY,
AND, HOLDS ALL GOVERNMENTAL LICENSES, PERMITS, REGISTRATIONS AND OTHER APPROVALS
REQUIRED UNDER ALL REQUIREMENTS OF LAW, TO OWN AND HOLD UNDER LEASE ITS PROPERTY
AND TO CONDUCT ITS BUSINESS AS CONDUCTED PRIOR TO THE CLOSING DATE, INCLUDING
ALL APPROVALS.
EACH LOAN PARTY HAS FULL POWER AND AUTHORITY TO ENTER INTO AND
PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT, THE NOTES AND EACH OTHER LOAN
DOCUMENT EXECUTED OR TO BE EXECUTED BY IT AND TO OBTAIN LOANS HEREUNDER.
SECTION 5.2
DUE AUTHORIZATION.
THE EXECUTION AND DELIVERY BY EACH LOAN
PARTY OF THIS AGREEMENT, THE NOTES AND EACH OTHER LOAN DOCUMENT EXECUTED OR TO
BE EXECUTED BY IT, AND THE INCURRENCE AND PERFORMANCE BY EACH LOAN PARTY OF THE
OBLIGATIONS HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION, DO NOT
REQUIRE ANY APPROVAL (EXCEPT THOSE APPROVALS ALREADY OBTAINED), DO NOT AND WILL
NOT CONFLICT WITH, RESULT IN ANY VIOLATION OF, OR CONSTITUTE ANY DEFAULT UNDER,
ANY PROVISION OF ANY ORGANIC DOCUMENT OR CONTRACTUAL OBLIGATION OF ANY LOAN
PARTY OR ANY LAW OR GOVERNMENTAL REGULATION OR COURT DECREE OR ORDER, AND WILL
NOT RESULT IN OR REQUIRE THE CREATION OR IMPOSITION OF ANY LIEN ON ANY LOAN
PARTY'S PROPERTIES PURSUANT TO THE PROVISIONS OF ANY CONTRACTUAL OBLIGATION OF
ANY LOAN PARTY OTHER THAN THE LOAN DOCUMENTS.
SECTION 5.3
VALIDITY, ETC.
THIS AGREEMENT, THE NOTES AND EACH OTHER
LOAN DOCUMENT EXECUTED BY SUCH LOAN PARTY CONSTITUTE THE LEGAL, VALID AND
BINDING OBLIGATIONS OF SUCH LOAN PARTY, ENFORCEABLE IN ACCORDANCE WITH THEIR
RESPECTIVE TERMS SUBJECT TO THE EFFECT OF ANY APPLICABLE BANKRUPTCY, INSOLVENCY,
MORATORIUM OR SIMILAR LAWS AFFECTING CREDITORS' RIGHTS GENERALLY, AND THE EFFECT
OF GENERAL PRINCIPLES OF EQUITY (REGARDLESS OF WHETHER CONSIDERED IN A
PROCEEDING IN EQUITY OR AT LAW).
SECTION 5.4
FINANCIAL INFORMATION; SOLVENCY.
(A)
ALL BALANCE SHEETS, ALL STATEMENTS OF OPERATIONS, STOCKHOLDERS'
EQUITY AND CASH FLOWS, AND ALL OTHER FINANCIAL INFORMATION OF THE LOAN PARTIES
WHICH HAVE BEEN OR SHALL HEREAFTER BE FURNISHED BY OR ON BEHALF OF THE BORROWERS
TO EACH LENDER AND THE AGENT FOR THE PURPOSES OF OR IN CONNECTION WITH THIS
AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY, HAVE BEEN PREPARED IN
ACCORDANCE WITH GAAP CONSISTENTLY APPLIED (EXCEPT (I) AS DESCRIBED IN
SCHEDULE 5.4 AND (II) TO THE EXTENT ITEMS IN THE PROJECTIONS ARE