RESPECTS
(IF NOT SO QUALIFIED), IN EACH CASE AS OF SUCH DATE); AND
(C)
NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE
OCCURRED AND BE CONTINUING ON SUCH DATE, BOTH IMMEDIATELY BEFORE AND AFTER
GIVING EFFECT TO THE LOANS TO BE MADE OR LETTER OF CREDIT TO BE ISSUED ON SUCH
DATE.
Each giving of a Notice of Borrowing, a Notice of Swingline Borrowing or a
Letter of Credit Notice, and the consummation of each Borrowing or issuance of a
Letter of Credit, shall be deemed to constitute a representation by the
applicable Borrower that the statements contained in Sections 4.2(b) and 4.2(c)
are true, both as of the date of such notice or request and as of the relevant
Borrowing Date or date of issuance.
ARTICLE V
REPRESENTATIONS AND WARRANTIES
To induce the Administrative Agent, the Issuing Lender and the Lenders to enter
into this Agreement and to induce the Lenders to extend the credit contemplated
hereby and the Issuing Lender to issue Letters of Credit, each of the Parent and
the Borrowers represents and warrants to the Administrative Agent, the Issuing
Lender and the Lenders as follows:
5.1
CORPORATE ORGANIZATION AND POWER.
EACH
CREDIT PARTY (I) IS A CORPORATION OR A LIMITED LIABILITY COMPANY DULY ORGANIZED
OR FORMED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE
JURISDICTION OF ITS INCORPORATION OR FORMATION, AS THE CASE MAY BE (WHICH
JURISDICTIONS, AS OF THE CLOSING DATE, ARE SET FORTH ON SCHEDULE 5.1), (II) HAS
THE FULL CORPORATE OR LIMITED LIABILITY COMPANY POWER AND AUTHORITY TO EXECUTE,
DELIVER AND PERFORM THE CREDIT DOCUMENTS TO WHICH IT IS OR WILL BE A PARTY, TO
OWN AND HOLD ITS PROPERTY AND TO ENGAGE IN ITS BUSINESS AS PRESENTLY CONDUCTED,
AND (III) IS DULY QUALIFIED TO DO BUSINESS AS A FOREIGN CORPORATION OR LIMITED
LIABILITY COMPANY AND IS IN GOOD STANDING IN EACH JURISDICTION WHERE THE NATURE
OF ITS BUSINESS OR THE OWNERSHIP OF ITS PROPERTIES REQUIRES IT TO BE SO
QUALIFIED, EXCEPT WHERE THE FAILURE TO BE SO QUALIFIED, INDIVIDUALLY OR IN THE
AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
5.2
AUTHORIZATION; ENFORCEABILITY.
EACH CREDIT
PARTY HAS TAKEN, OR ON THE CLOSING DATE WILL HAVE TAKEN, ALL NECESSARY CORPORATE
OR LIMITED LIABILITY ACTION, AS APPLICABLE, TO EXECUTE, DELIVER AND PERFORM EACH
OF THE CREDIT DOCUMENTS TO WHICH IT IS OR WILL BE A PARTY, AND HAS, OR ON THE
CLOSING DATE (OR ANY LATER DATE OF EXECUTION AND DELIVERY) WILL HAVE, VALIDLY
EXECUTED AND DELIVERED EACH OF THE CREDIT DOCUMENTS TO WHICH IT IS OR WILL BE A
PARTY.
THIS AGREEMENT CONSTITUTES, AND EACH OF THE OTHER CREDIT DOCUMENTS UPON
EXECUTION AND DELIVERY WILL CONSTITUTE, THE LEGAL, VALID AND BINDING OBLIGATION
OF EACH CREDIT PARTY THAT IS A PARTY HERETO OR THERETO, ENFORCEABLE AGAINST IT
IN ACCORDANCE WITH ITS TERMS, EXCEPT AS ENFORCEABILITY MAY BE LIMITED BY
BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER SIMILAR LAWS
AFFECTING CREDITORS' RIGHTS GENERALLY, BY GENERAL EQUITABLE PRINCIPLES OR BY