TO HAVE A MATERIAL ADVERSE EFFECT; AND
(D)
THE BORROWER SHALL HAVE DELIVERED THE REQUIRED NOTICE OF
BORROWING; AND
(E)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED SUCH OTHER
DOCU­MENTS, CERTIFICATES, INFORMATION OR LEGAL OPINIONS AS THE ADMINISTRATIVE
AGENT OR THE REQUIRED LENDERS MAY REASONABLY REQUEST, ALL IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS.
Each Borrowing and each issuance, amendment, extension or renewal of any Letter
of Credit shall be deemed to constitute a representation and warranty by the
Borrower on the date thereof as to the matters specified in paragraphs (a), (b)
and (c) of this Section 3.2.
SECTION 3.3.
DELIVERY OF DOCUMENTS.
ALL OF THE LOAN DOCUMENTS,
CERTIFICATES, LEGAL OPINIONS AND OTHER DOCUMENTS AND PAPERS REFERRED TO IN THIS
ARTICLE 3, UNLESS OTHERWISE SPECIFIED, SHALL BE DELIVERED TO THE ADMINISTRATIVE
AGENT FOR THE ACCOUNT OF EACH OF THE LENDERS AND, EXCEPT FOR THE NOTES, IN
SUFFICIENT COUNTERPARTS OR COPIES FOR EACH OF THE LENDERS AND SHALL BE IN FORM
AND SUBSTANCE SATISFACTORY IN ALL RESPECTS TO THE ADMINISTRATIVE AGENT.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants to the Administrative Agent and each Lender
as follows:
SECTION 4.1.
EXISTENCE; POWER.
EACH MEMBER OF THE CONSOLIDATED GROUP
(I) IS DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING AS A CORPORATION,
PARTNERSHIP OR LIMITED LIABILITY COMPANY UNDER THE LAWS OF THE JURISDICTION OF
ITS ORGANIZATION, (II) HAS ALL REQUISITE POWER AND AUTHORITY TO CARRY ON ITS
BUSINESS AS NOW CONDUCTED, AND (III) IS DULY QUALIFIED TO DO BUSINESS, AND IS IN
GOOD STANDING, IN EACH JURISDICTION WHERE SUCH QUALIFICATION IS REQUIRED, EXCEPT
WHERE A FAILURE TO BE SO QUALIFIED COULD NOT REASONABLY BE EXPECTED TO RESULT IN
A MATERIAL ADVERSE EFFECT.
49
SECTION 4.2.
ORGANIZATIONAL POWER; AUTHORIZATION.
THE EXECUTION,
DELIVERY AND PERFORMANCE BY EACH LOAN PARTY OF THE LOAN DOCUMENTS TO WHICH IT IS
A PARTY ARE WITHIN SUCH LOAN PARTY'S ORGANIZATIONAL POWERS AND HAVE BEEN DULY
AUTHORIZED BY ALL NECESSARY ORGANIZATIONAL, AND IF REQUIRED, SHAREHOLDER,
PARTNER OR MEMBER, ACTION.
THIS AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED
BY THE BORROWER AND CONSTITUTES, AND EACH OTHER LOAN DOCUMENT TO WHICH ANY LOAN
PARTY IS A PARTY, WHEN EXECUTED AND DELIVERED BY SUCH LOAN PARTY, WILL
CONSTITUTE, VALID AND BINDING OBLIGATIONS OF THE BORROWER, EACH SUBSIDIARY LOAN
PARTY OR SUCH OTHER LOAN PARTY (AS THE CASE MAY BE), ENFORCEABLE AGAINST IT IN
ACCORDANCE WITH THEIR RESPECTIVE TERMS, EXCEPT AS MAY BE LIMITED BY APPLICABLE
BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM, OR SIMILAR LAWS AFFECTING
THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY AND BY GENERAL PRINCIPLES OF
EQUITY.
SECTION 4.3.
GOVERNMENTAL APPROVALS; NO CONFLICTS.
THE EXECUTION,
DELIVERY AND PERFORMANCE BY THE BORROWER OF THIS AGREEMENT, AND BY EACH LOAN
PARTY OF THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY (A) DO NOT REQUIRE ANY
CONSENT OR APPROVAL OF, REGISTRATION OR FILING WITH, OR ANY ACTION BY, ANY
GOVERNMENTAL AUTHORITY, EXCEPT THOSE AS HAVE BEEN OBTAINED OR MADE AND ARE IN
FULL FORCE AND EFFECT,