ON BEHALF OF BORROWER
AND ITS SUBSIDIARIES HAVE BEEN PREPARED BY MANAGEMENT IN GOOD FAITH AND BASED
UPON ASSUMPTIONS BELIEVED BY MANAGEMENT TO BE REASONABLE AT THE TIME THE
PROJECTIONS WERE PREPARED.
BORROWER IS NOT AWARE OF ANY FACT WHICH IT HAS NOT
DISCLOSED IN WRITING TO ADMINISTRATIVE AGENT HAVING OR WHICH COULD REASONABLY BE
EXPECT TO HAVE A MATERIAL ADVERSE EFFECT.
5.2.
NO MATERIAL ADVERSE EFFECT.
SINCE
DECEMBER 31, 2007, THERE HAS BEEN NO EVENT OR CHANGE IN FACTS OR CIRCUMSTANCES
AFFECTING BORROWER OR ANY OF ITS SUBSIDIARIES WHICH INDIVIDUALLY OR IN THE
AGGREGATE HAVE HAD OR COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT AND THAT HAVE NOT BEEN DISCLOSED HEREIN OR IN THE ATTACHED SCHEDULES.
5.3.
ORGANIZATION, POWERS, AUTHORIZATION AND GOOD
STANDING.
(A)
ORGANIZATION AND POWERS.
EACH OF BORROWER AND
ITS SUBSIDIARIES IS A CORPORATION DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD
STANDING UNDER THE LAWS OF ITS JURISDICTION OF ORGANIZATION (WHICH JURISDICTION
IS SET FORTH ON SCHEDULE 5.3(A) AS OF THE AMENDMENT DATE).
EACH OF BORROWER AND
ITS SUBSIDIARIES HAS ALL REQUISITE LEGAL POWER AND AUTHORITY TO OWN AND OPERATE
ITS PROPERTIES, TO CARRY ON ITS BUSINESS AS NOW CONDUCTED AND PROPOSED TO BE
CONDUCTED, TO ENTER INTO EACH LOAN DOCUMENT TO WHICH IT IS A PARTY AND TO CARRY
OUT ITS RESPECTIVE OBLIGATIONS WITH RESPECT THERETO.
(B)
AUTHORIZATION; BINDING OBLIGATION.
EACH OF
BORROWER AND ITS SUBSIDIARIES HAS TAKEN ALL NECESSARY CORPORATE AND OTHER ACTION
TO AUTHORIZE THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND EACH
OF THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY. THIS AGREEMENT IS, AND THE
OTHER LOAN DOCUMENTS WHEN EXECUTED AND DELIVERED WILL BE, THE LEGALLY VALID AND
BINDING OBLIGATIONS OF THE APPLICABLE PARTIES THERETO (OTHER THAN ADMINISTRATIVE
AGENT AND LENDERS), EACH ENFORCEABLE AGAINST EACH OF SUCH PARTIES, AS
APPLICABLE, IN ACCORDANCE WITH THEIR RESPECTIVE TERMS,
31
EXCEPT AS SUCH ENFORCEMENT MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM OR SIMILAR STATE OR FEDERAL DEBT OR RELIEF LAWS FROM
TIME TO TIME IN EFFECT WHICH AFFECT THE ENFORCEMENT OF CREDITORS' RIGHTS IN
GENERAL AND GENERAL PRINCIPLES OF EQUITY.
(C)
QUALIFICATION.
EACH OF BORROWER AND ITS
SUBSIDIARIES IS DULY QUALIFIED AND AUTHORIZED TO DO BUSINESS AND IN GOOD
STANDING IN EACH JURISDICTION WHERE THE NATURE OF ITS BUSINESS AND OPERATIONS
REQUIRES SUCH QUALIFICATION AND AUTHORIZATION, EXCEPT WHERE THE FAILURE TO BE SO
QUALIFIED, AUTHORIZED AND IN GOOD STANDING COULD NOT REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT.
ALL JURISDICTIONS IN WHICH EACH SUCH PERSON IS
QUALIFIED AND AUTHORIZED TO DO BUSINESS ARE SET FORTH ON SCHEDULE 5.3(C) AS OF
THE AMENDMENT DATE.
5.4.
COMPLIANCE OF AGREEMENT, LOAN DOCUMENTS AND
BORROWINGS WITH APPLICABLE LAW.
EXCEPT AS SET FORTH ON SCHEDULE 5.4
HERETO,
THE EXECUTION, DELIVERY AND PERFORMANCE BY BORROWER AND ITS SUBSIDIARIES OF THE
LOAN DOCUMENTS TO WHICH EACH IS A PARTY, THE BORROWINGS HEREUNDER AND THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY DO NOT AND WILL NOT, BY THE PASSAGE
OF TIME, THE GIVING OF