the Borrower that the conditions
contained in Section 5.2 (a) and (b) have been satisfied.
Any Lender may
require a duly completed compliance certificate in substantially the form of
Exhibit B hereto as a condition to making a Revolving Credit Advance or issuing
a Letter of Credit.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants to the Lenders that:
6.1
EXISTENCE AND STANDING.
EACH OF THE BORROWER AND ITS SUBSIDIARIES
IS A CORPORATION, DULY AND PROPERLY INCORPORATED, VALIDLY EXISTING AND IN GOOD
STANDING UNDER THE LAWS OF ITS JURISDICTION OF INCORPORATION OR ORGANIZATION AND
HAS ALL REQUISITE AUTHORITY TO CONDUCT ITS BUSINESS IN EACH JURISDICTION IN
WHICH ITS BUSINESS IS CONDUCTED.
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6.2
AUTHORIZATION AND VALIDITY.
THE BORROWER HAS THE CORPORATE POWER
AND AUTHORITY AND LEGAL RIGHT TO EXECUTE AND DELIVER THE FACILITY DOCUMENTS AND
TO PERFORM ITS OBLIGATIONS THEREUNDER.
THE EXECUTION AND DELIVERY BY THE
BORROWER OF THE FACILITY DOCUMENTS AND THE PERFORMANCE OF ITS OBLIGATIONS
THEREUNDER HAVE BEEN DULY AUTHORIZED BY PROPER CORPORATE PROCEEDINGS, AND THE
FACILITY DOCUMENTS TO WHICH THE BORROWER IS A PARTY CONSTITUTE LEGAL, VALID AND
BINDING OBLIGATIONS OF THE BORROWER ENFORCEABLE AGAINST THE BORROWER IN
ACCORDANCE WITH THEIR TERMS, EXCEPT AS ENFORCEABILITY MAY BE LIMITED BY
BANKRUPTCY, INSOLVENCY OR SIMILAR LAWS AFFECTING THE ENFORCEMENT OF CREDITORS'
RIGHTS GENERALLY.
6.3
NO CONFLICT; GOVERNMENT CONSENT.
NEITHER THE EXECUTION AND DELIVERY
BY THE BORROWER OF THE FACILITY DOCUMENTS, NOR THE CONSUMMATION OF THE
TRANSACTIONS THEREIN CONTEMPLATED, NOR COMPLIANCE WITH THE PROVISIONS THEREOF
WILL VIOLATE (A) ANY LAW, RULE, REGULATION, ORDER, WRIT, JUDGMENT, INJUNCTION,
DECREE OR AWARD BINDING ON THE BORROWER OR ANY OF ITS SUBSIDIARIES OR (B) THE
BORROWER'S OR ANY SUBSIDIARY'S ARTICLES OR CERTIFICATE OF INCORPORATION,
PARTNERSHIP AGREEMENT, CERTIFICATE OF PARTNERSHIP, ARTICLES OR CERTIFICATE OF
ORGANIZATION, BY-LAWS, OR OPERATING OR OTHER MANAGEMENT AGREEMENT, AS THE CASE
MAY BE, OR (C) THE PROVISIONS OF ANY INDENTURE, INSTRUMENT OR AGREEMENT TO WHICH
THE BORROWER OR ANY OF ITS SUBSIDIARIES IS A PARTY OR IS SUBJECT, OR BY WHICH
IT, OR ITS PROPERTY, IS BOUND, OR CONFLICT WITH OR CONSTITUTE A DEFAULT
THEREUNDER, OR RESULT IN, OR REQUIRE, THE CREATION OR IMPOSITION OF ANY LIEN IN,
OF OR ON THE PROPERTY OF THE BORROWER OR A SUBSIDIARY PURSUANT TO THE TERMS OF
ANY SUCH INDENTURE, INSTRUMENT OR AGREEMENT.
NO ORDER, CONSENT, ADJUDICATION,
APPROVAL, LICENSE, AUTHORIZATION, OR VALIDATION OF, OR FILING, RECORDING OR
REGISTRATION WITH, OR EXEMPTION BY, OR OTHER ACTION IN RESPECT OF ANY
GOVERNMENTAL OR PUBLIC BODY OR AUTHORITY, OR ANY SUBDIVISION THEREOF, WHICH HAS
NOT BEEN OBTAINED BY THE BORROWER OR ANY OF ITS SUBSIDIARIES, IS REQUIRED TO BE
OBTAINED BY THE BORROWER OR ANY OF ITS SUBSIDIARIES IN CONNECTION WITH THE
EXECUTION AND DELIVERY OF THE FACILITY DOCUMENTS, THE EXTENSIONS OF CREDIT UNDER
THIS AGREEMENT, THE PAYMENT AND PERFORMANCE BY THE BORROWER OF THE OBLIGATIONS
OR THE LEGALITY, VALIDITY, BINDING EFFECT OR ENFORCEABILITY OF ANY OF THE
FACILITY DOCUMENTS, EXCEPT THAT APPROVAL OF THE NEW YORK INSURANCE DEPARTMENT,
THE CALIFORNIA INSURANCE DEPARTMENT AND/OR