DATE, OR IN THE CASE OF A LETTER OF
CREDIT, THE DATE ON WHICH THE LETTER OF CREDIT IS TO BE ISSUED:
(A)
THERE EXISTS NO DEFAULT OR UNMATURED DEFAULT;
(B)
THE REPRESENTATIONS AND WARRANTIES CONTAINED
IN ARTICLE VI ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF SUCH BORROWING
DATE (UNLESS SUCH REPRESENTATION AND WARRANTY IS MADE AS OF A SPECIFIC DATE, IN
WHICH CASE, SUCH REPRESENTATION AND WARRANTY SHALL BE TRUE IN ALL MATERIAL
RESPECTS AS OF SUCH DATE); AND
(C)
THE REVOLVING CREDIT OBLIGATIONS DO NOT, AND
AFTER MAKING SUCH PROPOSED ADVANCE OR ISSUING SUCH LETTER OF CREDIT AND THE TERM
LOANS WOULD NOT, EXCEED THE AGGREGATE REVOLVING LOAN COMMITMENT OR THE TERM LOAN
COMMITMENT RESPECTIVELY.
Each Borrowing/Election Notice with respect to each such Advance and Loan and
the letter of credit application with respect to each Letter of Credit shall
constitute a representation and warranty by the Borrower that the conditions
contained in Sections 5.2(A), (B) and (C) have been satisfied.
ARTICLE VI:
REPRESENTATIONS AND WARRANTIES
In order to induce the Administrative Agent and the Lenders to enter into this
Agreement and to make the Loans and the other financial accommodations to the
Borrower and to issue the Letters of Credit described herein, the Borrower
represents and warrants as follows to each Lender and the Administrative Agent
as of the Closing Date, giving effect to the consummation of the transactions
contemplated by the Loan Documents on the Closing Date, and thereafter on each
date as required by Section 5.2:
6.1
ORGANIZATION; CORPORATE POWERS.
THE
BORROWER (I) IS A CORPORATION DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD
STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS ORGANIZATION, (II) IS DULY
QUALIFIED TO DO BUSINESS AS A FOREIGN ENTITY AND IS IN GOOD STANDING UNDER THE
LAWS OF EACH JURISDICTION IN WHICH FAILURE TO BE SO QUALIFIED AND IN GOOD
STANDING WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, AND
(III) HAS ALL REQUISITE POWER AND AUTHORITY TO OWN, OPERATE AND ENCUMBER ITS
PROPERTY AND TO CONDUCT ITS BUSINESS AS PRESENTLY CONDUCTED AND AS PROPOSED TO
BE CONDUCTED.
6.2
AUTHORITY; ENFORCEABILITY.
(A)
EACH OF THE BORROWER AND EACH OF ITS
SUBSIDIARIES HAS THE REQUISITE POWER AND AUTHORITY TO EXECUTE, DELIVER AND
PERFORM EACH OF THE LOAN DOCUMENTS WHICH HAVE BEEN EXECUTED BY IT AS REQUIRED BY
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
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(B)
THE EXECUTION, DELIVERY, AND PERFORMANCE, OF
EACH OF THE LOAN DOCUMENTS WHICH HAVE BEEN EXECUTED AS REQUIRED BY THIS
AGREEMENT, THE OTHER LOAN DOCUMENTS OR OTHERWISE TO WHICH THE BORROWER OR ANY OF
ITS SUBSIDIARIES IS PARTY, AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
THEREBY, HAVE BEEN DULY AUTHORIZED BY ALL REQUISITE CORPORATE, ACTS (INCLUDING
ANY REQUIRED SHAREHOLDER APPROVAL) OF THE BORROWER OR SUCH SUBSIDIARY, AS
APPLICABLE.
(C)
EACH OF THE LOAN DOCUMENTS TO WHICH THE
BORROWER IS A PARTY HAS BEEN DULY EXECUTED AND DELIVERED BY IT AND CONSTITUTES
ITS LEGAL, VALID AND BINDING OBLIGATION, ENFORCEABLE AGAINST IT