SUBSTANCE REASONABLY
SATISFACTORY TO IT, SUCH OTHER ASSURANCES, CERTIFICATES, DOCUMENTS OR CONSENTS
RELATED TO THE FOREGOING AS THE LENDER REASONABLY MAY REQUIRE.
Each Request for Credit Extension submitted by Borrower shall be deemed to be a
representation and warranty that the conditions specified in Sections 4.02(a)
and (b) have been satisfied on and as of the date of the applicable Credit
Extension.
ARTICLE V.
REPRESENTATIONS AND WARRANTIES
Borrower represents and warrants to the Lender that:
5.01
EXISTENCE, QUALIFICATION AND POWER.
EACH LOAN PARTY (A) IS DULY
ORGANIZED OR FORMED, VALIDLY EXISTING AND, AS APPLICABLE, IN GOOD STANDING UNDER
THE LAWS OF THE JURISDICTION OF ITS INCORPORATION, ORGANIZATION OR DESIGNATION,
(B) HAS ALL REQUISITE POWER AND AUTHORITY AND ALL REQUISITE GOVERNMENTAL
LICENSES, AUTHORIZATIONS, CONSENTS AND APPROVALS TO (I) OWN OR LEASE ITS ASSETS
AND CARRY ON ITS BUSINESS AND (II) EXECUTE, DELIVER AND PERFORM ITS OBLIGATIONS
UNDER THE LOAN DOCUMENTS TO WHICH IT IS A PARTY, AND (C) IS DULY QUALIFIED AND
IS LICENSED AND, AS APPLICABLE, IN GOOD STANDING UNDER THE LAWS OF EACH
JURISDICTION WHERE ITS OWNERSHIP, LEASE OR OPERATION OF PROPERTIES OR THE
CONDUCT OF ITS BUSINESS REQUIRES SUCH QUALIFICATION OR LICENSE; EXCEPT IN EACH
CASE REFERRED TO IN CLAUSE (B)(I), OR (C), TO THE EXTENT THAT FAILURE TO DO SO
COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
5.02
AUTHORIZATION; NO CONTRAVENTION.
THE EXECUTION, DELIVERY AND
PERFORMANCE BY EACH LOAN PARTY OF EACH LOAN DOCUMENT TO WHICH SUCH PERSON IS
PARTY, HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE OR OTHER
ORGANIZATIONAL ACTION, AND DO NOT AND WILL NOT (A) CONTRAVENE THE TERMS OF ANY
OF SUCH PERSON'S ORGANIZATION DOCUMENTS; (B) CONFLICT WITH OR RESULT IN ANY
BREACH OR CONTRAVENTION OF, OR THE CREATION OF ANY LIEN UNDER, OR REQUIRE ANY
PAYMENT TO BE MADE UNDER (I) ANY CONTRACTUAL OBLIGATION TO WHICH SUCH PERSON IS
A PARTY OR AFFECTING SUCH PERSON OR THE PROPERTIES OF SUCH PERSON OR ANY OF ITS
SUBSIDIARIES OR (II) ANY ORDER, INJUNCTION, WRIT OR DECREE OF ANY GOVERNMENTAL
AUTHORITY OR ANY ARBITRAL AWARD TO WHICH SUCH PERSON OR ITS PROPERTY IS SUBJECT;
OR (C) VIOLATE ANY LAW.
5.03
GOVERNMENTAL AUTHORIZATION; OTHER CONSENTS.
NO APPROVAL, CONSENT,
EXEMPTION, AUTHORIZATION, OR OTHER ACTION BY, OR NOTICE TO, OR FILING WITH, ANY
GOVERNMENTAL AUTHORITY OR ANY OTHER PERSON IS NECESSARY OR REQUIRED IN
CONNECTION WITH THE EXECUTION, DELIVERY OR PERFORMANCE BY, OR ENFORCEMENT
AGAINST, ANY LOAN PARTY OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.
5.04
BINDING EFFECT.
THIS AGREEMENT HAS BEEN, AND EACH OTHER LOAN
DOCUMENT, WHEN DELIVERED HEREUNDER, WILL HAVE BEEN, DULY EXECUTED AND DELIVERED
BY EACH LOAN PARTY THAT IS PARTY THERETO.
THIS AGREEMENT CONSTITUTES, AND EACH
OTHER LOAN DOCUMENT WHEN SO DELIVERED WILL CONSTITUTE, A LEGAL, VALID AND
BINDING OBLIGATION OF SUCH LOAN PARTY, ENFORCEABLE AGAINST EACH LOAN PARTY THAT
IS PARTY THERETO IN ACCORDANCE WITH ITS TERMS, EXCEPT AS ENFORCEABILITY MAY BE
LIMITED BY DEBTOR RELIEF LAWS AND SUBJECT TO EQUITABLE REMEDIES.
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5.05
FINANCIAL STATEMENTS; NO