AND DOCUMENTS AS
TRAVELERS MAY REASONABLY REQUEST.
ARTICLE V
REPRESENTATIONS AND WARRANTIES
The PRINCIPALS represent and warrant to TRAVELERS that
SECTION 5.1
INCORPORATION, GOOD STANDING, AND DUE QUALIFICATION.
HOLDINGS AND
EACH SUBSIDIARY:
(A) IS A CORPORATION OR OTHER LEGAL ENTITY DULY ORGANIZED,
VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS
ORGANIZATION; (B) HAS THE ORGANIZATIONAL POWER AND AUTHORITY, AND HAS ALL
MATERIAL GOVERNMENTAL LICENSES, AUTHORIZATIONS, CONSENTS AND APPROVALS,
NECESSARY TO OWN ITS ASSETS AND TO TRANSACT THE BUSINESS IN WHICH IT IS NOW
ENGAGED OR PROPOSED TO BE ENGAGED, EXCEPT TO THE EXTENT THE FAILURE THEREOF
COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE CHANGE; AND (C) IS
DULY QUALIFIED AS A FOREIGN ORGANIZATION AND IN GOOD STANDING UNDER THE LAWS OF
EACH OTHER JURISDICTION IN WHICH SUCH QUALIFICATION IS REQUIRED EXCEPT TO THE
EXTENT THE
18
failure to so qualify could not reasonably be expected to name a MATERIAL
ADVERSE CHANGE.
SECTION 5.2
CORPORATE POWER AND AUTHORITY.
THE EXECUTION, DELIVERY, AND
PERFORMANCE BY EACH PRINCIPAL AND EACH INDEMNITOR OF THE UNDERWRITING DOCUMENTS
TO WHICH EACH IS A PARTY HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY
ORGANIZATIONAL AND STOCKHOLDER ACTION AND DO NOT AND WILL NOT (A) CONTRAVENE
SUCH PARTY'S ORGANIZATIONAL DOCUMENTS; (B) VIOLATE ANY PROVISION OF ANY MATERIAL
LAW, RULE, REGULATION, ORDER, WRIT, JUDGMENT, INJUNCTION, DECREE, DETERMINATION,
OR AWARD PRESENTLY IN EFFECT HAVING APPLICABILITY TO SUCH PARTY; (C) RESULT IN A
BREACH OF OR CONSTITUTE A DEFAULT UNDER ANY MATERIAL INDENTURE OR LOAN OR CREDIT
AGREEMENT OR ANY OTHER MATERIAL AGREEMENT, LEASE, OR INSTRUMENT TO WHICH SUCH
PARTY IS A PARTY OR BY WHICH IT OR ITS PROPERTIES MAY BE BOUND OR AFFECTED
(EXCEPT WHERE THE APPROPRIATE CONSENTS HAVE BEEN OBTAINED); (D) RESULT IN, OR
REQUIRE, THE CREATION OR IMPOSITION OF ANY LIEN (EXCEPT LIENS IN FAVOR OF
TRAVELERS AND LIENS ARISING UNDER THE BANK CREDIT FACILITY), UPON OR WITH
RESPECT TO ANY OF THE PROPERTIES NOW OWNED OR HEREAFTER ACQUIRED BY SUCH PARTY;
OR (E) CAUSE SUCH PARTY TO BE IN DEFAULT UNDER ANY SUCH LAW, RULE, REGULATION,
ORDER, WRIT, JUDGMENT, INJUNCTION, DECREE, DETERMINATION, OR AWARD OR ANY SUCH
INDENTURE, AGREEMENT, LEASE, OR INSTRUMENT (EXCEPT WHERE THE APPROPRIATE
CONSENTS HAVE BEEN OBTAINED).
SECTION 5.3
LEGALLY ENFORCEABLE AGREEMENT.
THIS AGREEMENT IS, AND EACH OF THE
OTHER UNDERWRITING DOCUMENTS WHEN DELIVERED UNDER THIS AGREEMENT WILL BE, LEGAL,
VALID, AND BINDING OBLIGATIONS OF EACH PRINCIPAL AND EACH INDEMNITOR PARTY
THERETO, ENFORCEABLE AGAINST SUCH PRINCIPAL OR INDEMNITOR, AS THE CASE MAY BE,
IN ACCORDANCE WITH THEIR RESPECTIVE TERMS, EXCEPT TO THE EXTENT THAT SUCH
ENFORCEMENT MAY BE LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION,
MORATORIUM AND OTHER SIMILAR LAWS AFFECTING CREDITORS' RIGHTS GENERALLY AND BY
EQUITABLE PRINCIPLES (REGARDLESS OF WHETHER ENFORCEMENT IS SOUGHT AT LAW OR IN
EQUITY).
SECTION 5.4
APPROVALS.
EXCEPT FOR FILINGS AND RECORDINGS OF LIENS CREATED
PURSUANT TO THE SECURITY AGREEMENTS AND THE VESSEL MORTGAGES, AS OF THE DATE OF
THIS AGREEMENT, NO AUTHORIZATIONS, APPROVALS OR CONSENTS OF, AND NO FILINGS