SUCH REPRESENTATIONS AND WARRANTIES HAD BEEN MADE ON AND AS OF THE DATE
SUCH LOAN IS MADE, EXCEPT TO THE EXTENT THAT SUCH REPRESENTATIONS AND WARRANTIES
EXPRESSLY RELATE TO AN EARLIER SPECIFIED DATE, IN WHICH CASE SUCH
REPRESENTATIONS AND WARRANTIES SHALL HAVE BEEN TRUE AND CORRECT IN ALL MATERIAL
RESPECTS AS OF THE DATE WHEN MADE.
(B)
THE ACCEPTANCE OF THE BENEFITS OF EACH LOAN SHALL CONSTITUTE A
REPRESENTATION AND WARRANTY BY THE BORROWER TO EACH OF THE LENDERS THAT ALL OF
THE APPLICABLE CONDITIONS SPECIFIED IN SECTIONS 5.1 AND 5.2 HAVE BEEN SATISFIED
AS OF THE TIMES REFERRED TO IN SUCH SECTIONS.
ALL OF THE CERTIFICATES, LEGAL
OPINIONS AND OTHER DOCUMENTS AND PAPERS REFERRED TO IN THIS ARTICLE V, UNLESS
OTHERWISE SPECIFIED, SHALL BE DELIVERED TO THE ADMINISTRATIVE AGENT FOR THE
ACCOUNT OF EACH OF THE ADMINISTRATIVE AGENT AND THE LENDERS AND, EXCEPT FOR THE
NOTES, IN SUFFICIENT COUNTERPARTS FOR THE ADMINISTRATIVE AGENT AND THE LENDERS,
AND THE ADMINISTRATIVE AGENT WILL PROMPTLY DISTRIBUTE TO THE LENDERS THEIR
RESPECTIVE NOTES AND THE COPIES OF SUCH OTHER CERTIFICATES, LEGAL OPINIONS AND
DOCUMENTS.
SECTION 5.3
CONDITIONS PRECEDENT TO THE CONVERSION OR CONTINUATION
OF LOANS.
THE OBLIGATIONS OF THE LENDERS TO CONVERT OR CONTINUE ANY LOAN ARE
SUBJECT, AT THE TIME THEREOF, TO THE RECEIPT BY THE ADMINISTRATIVE AGENT OF A
NOTICE OF BORROWING, CONTINUATION OR CONVERSION MEETING THE REQUIREMENTS OF
SECTION 2.2 WITH RESPECT TO THE CONVERSION OR CONTINUATION, AS APPLICABLE, OF A
LOAN.
ARTICLE VI.
REPRESENTATIONS AND WARRANTIES
To induce the Lenders to enter into this Agreement and to make the Loans, the
Borrower makes the following representations and warranties to, and agreements
with, the Lenders, all of which shall survive the execution and delivery of this
Agreement and the making of each Loan:
SECTION 6.1
CORPORATE STATUS.
EACH OF THE BORROWER AND ITS
SUBSIDIARIES (A) IS A DULY ORGANIZED OR FORMED AND VALIDLY EXISTING CORPORATION,
PARTNERSHIP OR LIMITED LIABILITY COMPANY, AS THE CASE MAY BE, IN GOOD STANDING
UNDER THE LAWS OF THE JURISDICTION OF ITS FORMATION AND HAS THE CORPORATE,
PARTNERSHIP OR LIMITED LIABILITY COMPANY POWER AND AUTHORITY, AS APPLICABLE, TO
OWN ITS PROPERTY AND ASSETS AND TO TRANSACT THE BUSINESS IN WHICH IT IS ENGAGED,
AND (B) HAS BEEN DULY QUALIFIED AND IS AUTHORIZED TO DO BUSINESS IN ALL
JURISDICTIONS WHERE IT IS REQUIRED TO BE SO QUALIFIED EXCEPT WHERE THE FAILURE
TO BE SO QUALIFIED WOULD NOT HAVE A MATERIAL ADVERSE EFFECT.
EACH SUBSIDIARY OF
THE BORROWER (AND THE DIRECT AND INDIRECT OWNERSHIP INTEREST OF THE BORROWER
THEREIN) AS OF THE DATE HEREOF AND THE JURISDICTION OF INCORPORATION OF BORROWER
AND EACH SUCH SUBSIDIARY AS OF THE DATE HEREOF IS LISTED ON SCHEDULE 6.1.
SECTION 6.2
CORPORATE POWER AND AUTHORITY.
THE BORROWER HAS THE
CORPORATE OR OTHER ORGANIZATIONAL POWER AND AUTHORITY TO EXECUTE, DELIVER AND
CARRY OUT THE TERMS AND PROVISIONS OF THE CREDIT DOCUMENTS TO WHICH IT IS PARTY
AND HAS TAKEN ALL NECESSARY CORPORATE OR OTHER ORGANIZATIONAL ACTION TO
AUTHORIZE THE EXECUTION, DELIVERY AND