INCREASE EXCEED THE APPLICABLE MARGINS APPLICABLE TO THE
EXISTING FACILITY WHICH IS THE SUBJECT OF SUCH FACILITIES INCREASE, THEN THE
APPLICABLE MARGINS APPLICABLE TO SUCH EXISTING FACILITY SHALL BE INCREASED SUCH
THAT THE APPLICABLE MARGINS APPLICABLE TO SUCH EXISTING FACILITY SHALL EQUAL THE
APPLICABLE MARGINS APPLICABLE TO SUCH FACILITIES INCREASE AND (II) THE WEIGHTED
AVERAGE LIFE OF ANY FACILITY MODIFIED AS PART OF SUCH FACILITIES INCREASE SHALL
NOT BE SHORTER THAN THE WEIGHTED AVERAGE LIFE FOR THE CORRESPONDING FACILITY
PRIOR TO GIVING EFFECT TO SUCH MODIFICATION.
3.4
DETERMINATIONS OF INITIAL BORROWING CONDITIONS.
FOR PURPOSES OF
DETERMINING COMPLIANCE WITH THE CONDITIONS SPECIFIED IN SECTIONS 3.1 AND 3.3,
EACH LENDER SHALL BE DEEMED TO BE SATISFIED WITH EACH DOCUMENT AND EACH OTHER
MATTER REQUIRED TO BE SATISFACTORY TO SUCH LENDER UNLESS, PRIOR TO THE CLOSING
DATE (OR, AS THE CASE MAY BE, THE CORRESPONDING FACILITIES INCREASE DATE), THE
ADMINISTRATIVE AGENT RECEIVES NOTICE FROM SUCH LENDER SPECIFYING SUCH LENDER'S
OBJECTIONS AND SUCH LENDER HAS NOT MADE AVAILABLE ITS PRO RATA SHARE OF ANY
BORROWING SCHEDULED TO BE MADE ON THE CLOSING DATE (OR, AS THE CASE MAY BE, THE
CORRESPONDING FACILITIES INCREASE DATE).
4
REPRESENTATIONS AND WARRANTIES
To induce the Lenders, the L/C Issuers and the Administrative Agent to enter
into the Loan Documents, each of Holdings and the Borrower (and, to the extent
set forth in any other Loan Document, each other Loan Party) represents and
warrants to each of them each of the following on and as of each date applicable
pursuant to Section 3.2:
4.1
CORPORATE EXISTENCE; COMPLIANCE WITH LAW.
EACH GROUP MEMBER (A) IS
DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE
JURISDICTION OF ITS ORGANIZATION, (B) IS DULY QUALIFIED TO DO BUSINESS AS A
FOREIGN ENTITY AND IN GOOD STANDING UNDER THE LAWS OF EACH JURISDICTION WHERE
SUCH QUALIFICATION IS NECESSARY, EXCEPT WHERE THE FAILURE TO BE SO QUALIFIED OR
IN GOOD STANDING WOULD NOT, IN THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT,
(C) HAS ALL REQUISITE POWER AND AUTHORITY AND THE LEGAL RIGHT TO OWN, PLEDGE,
MORTGAGE AND OPERATE ITS PROPERTY, TO LEASE OR SUBLEASE ANY PROPERTY IT OPERATES
UNDER LEASE OR SUBLEASE AND TO CONDUCT ITS BUSINESS AS NOW OR CURRENTLY PROPOSED
TO BE CONDUCTED, (D) IS IN
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COMPLIANCE WITH ITS CONSTITUENT DOCUMENTS, (E) IS IN COMPLIANCE WITH ALL
APPLICABLE REQUIREMENTS OF LAW EXCEPT WHERE THE FAILURE TO BE IN COMPLIANCE
WOULD NOT HAVE A MATERIAL ADVERSE EFFECT AND (F) HAS ALL NECESSARY PERMITS FROM
OR BY, HAS MADE ALL NECESSARY FILINGS WITH, AND HAS GIVEN ALL NECESSARY NOTICES
TO, EACH GOVERNMENTAL AUTHORITY HAVING JURISDICTION, TO THE EXTENT REQUIRED FOR
SUCH OWNERSHIP, LEASE, SUBLEASE, OPERATION, OCCUPATION OR CONDUCT OF BUSINESS,
EXCEPT WHERE THE FAILURE TO OBTAIN SUCH PERMITS, MAKE SUCH FILINGS OR GIVE SUCH
NOTICES WOULD NOT, IN THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT.
4.2
LOAN DOCUMENTS.
(A) POWER AND AUTHORITY.
THE EXECUTION, DELIVERY
AND PERFORMANCE BY EACH LOAN PARTY OF THE LOAN DOCUMENTS AND CANADIAN FACILITY
LOAN