Section 5.2(a) and (b) and the Administrative Agent
may, without waiving either condition, consider the conditions specified in
Sections 5.2(a) and (b) fulfilled and a representation by the Borrower to such
effect made, if no written notice to the contrary is received by the
Administrative Agent prior to the making of the Loan then to be made.
SECTION 5.3
EFFECT OF EFFECTIVENESS.
UPON THE EFFECTIVENESS OF THIS
AGREEMENT IN ACCORDANCE WITH SECTION 5.1, THE EXISTING DEFAULT SHALL
AUTOMATICALLY AND WITHOUT FURTHER ACTION BE DEEMED WAIVED AND THE REVOLVING
CREDIT LOANS MADE TO THE BORROWER UNDER SECTION 2.1 OF THE EXISTING LOAN
AGREEMENT AND OUTSTANDING ON THE EFFECTIVE DATE SHALL CONTINUE FOR ALL PURPOSES
AS REVOLVING CREDIT LOANS HEREUNDER, AND ALL LETTERS OF CREDIT AND BANKERS
ACCEPTANCES ISSUED UNDER ARTICLE 3 OF THE EXISTING LOAN AGREEMENT AND
OUTSTANDING ON THE DATE OF SUCH EFFECTIVENESS SHALL CONTINUE FOR ALL PURPOSES AS
LETTER OF CREDIT AND BANKERS ACCEPTANCES HEREUNDER; ALL REFERENCES TO THE "LOAN
AGREEMENT" IN ANY LOAN DOCUMENT EXECUTED AND DELIVERED PRIOR TO THE EFFECTIVE
DATE SHALL MEAN AND BE REFERENCED TO THE EXISTING LOAN AGREEMENT AS AMENDED AND
RESTATED IN ITS ENTIRETY BY THIS AGREEMENT.
ARTICLE 6
REPRESENTATIONS AND WARRANTIES OF THE BORROWER
SECTION 6.1
REPRESENTATIONS AND WARRANTIES.
THE BORROWER REPRESENTS
AND WARRANTS TO THE ADMINISTRATIVE AGENT AND THE LENDERS AS FOLLOWS:
(A)
ORGANIZATION; POWER; QUALIFICATION.
THE BORROWER AND EACH OF ITS
SUBSIDIARIES IS A CORPORATION, DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD
STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS INCORPORATION, HAS THE POWER
AND AUTHORITY TO OWN ITS PROPERTIES AND TO CARRY ON ITS BUSINESS AS NOW BEING
AND PROPOSED TO BE CONDUCTED HEREAFTER AND IS DULY QUALIFIED AND AUTHORIZED TO
DO BUSINESS IN EACH JURISDICTION IN WHICH THE CHARACTER OF ITS PROPERTIES OR THE
NATURE OF ITS BUSINESS REQUIRES SUCH QUALIFICATION OR AUTHORIZATION, EXCEPT FOR
JURISDICTIONS WHERE THE FAILURE TO BE SO QUALIFIED OR AUTHORIZED WILL NOT HAVE A
MATERIALLY ADVERSE EFFECT.
(B)
SUBSIDIARIES.
SCHEDULE 6.1(B) CORRECTLY SETS FORTH THE NAME OF
EACH SUBSIDIARY OF THE BORROWER, ITS JURISDICTION OF INCORPORATION, THE NAME OF
ITS IMMEDIATE PARENT OR PARENTS, AND THE PERCENTAGE OF ITS ISSUED AND
OUTSTANDING SECURITIES OWNED BY THE BORROWER OR ANY OTHER SUBSIDIARY OF THE
BORROWER AND INDICATING WHETHER SUCH SUBSIDIARY IS A CONSOLIDATED SUBSIDIARY.
EXCEPT AS SET FORTH ON SCHEDULE 6.1(B),
(I)
NO SUBSIDIARY HAS ISSUED ANY SECURITIES CONVERTIBLE INTO SHARES
OF SUCH SUBSIDIARY'S CAPITAL STOCK OR ANY OPTIONS, WARRANTS OR OTHER RIGHTS TO
ACQUIRE ANY SHARES OR SECURITIES CONVERTIBLE INTO SUCH SHARES,
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(II)
THE OUTSTANDING STOCK AND SECURITIES OF EACH SUCH SUBSIDIARY ARE
OWNED BY THE BORROWER OR A WHOLLY OWNED SUBSIDIARY OF THE BORROWER OR AS
OTHERWISE INDICATED ON SCHEDULE 6.1(B), OR BY THE BORROWER AND ONE OR MORE OF
ITS WHOLLY OWNED SUBSIDIARIES, FREE AND CLEAR OF ALL LIENS, WARRANTS, OPTIONS
AND RIGHTS OF OTHERS OF ANY KIND WHATSOEVER, AND
(III)
THE BORROWER HAS NO SUBSIDIARIES.
The outstanding stock of the Borrower and each of its Subsidiaries has