CONDITIONS
PRECEDENT SET FORTH IN THIS SECTION 5.2.
SECTION 5.2.1.
COMPLIANCE WITH WARRANTIES, NO DEFAULT, ETC.
BOTH BEFORE AND
AFTER GIVING EFFECT TO ANY BORROWING, THE FOLLOWING STATEMENTS SHALL BE TRUE AND
CORRECT:
(A)
THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE VI (OTHER
THAN THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTIONS 6.6 AND 6.7) SHALL
BE TRUE AND CORRECT WITH THE SAME EFFECT AS IF THEN MADE (UNLESS STATED TO
RELATE SOLELY TO AN EARLIER DATE, IN WHICH CASE SUCH REPRESENTATIONS AND
WARRANTIES SHALL BE TRUE AND CORRECT AS OF SUCH EARLIER DATE); AND
(B)
NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE THEN OCCURRED AND BE
CONTINUING.
SECTION 5.2.2.
BORROWING REQUEST.
THE AGENT SHALL HAVE RECEIVED A BORROWING
REQUEST FOR SUCH BORROWING.
EACH OF THE DELIVERY OF A BORROWING REQUEST AND THE
ACCEPTANCE BY THE BORROWER OF THE PROCEEDS OF SUCH BORROWING SHALL CONSTITUTE A
REPRESENTATION AND WARRANTY BY THE BORROWER THAT ON THE DATE OF SUCH BORROWING
(BOTH IMMEDIATELY BEFORE AND AFTER GIVING EFFECT TO SUCH BORROWING AND THE
APPLICATION OF THE PROCEEDS THEREOF) THE STATEMENTS MADE IN SECTION 5.2.1 ARE
TRUE AND CORRECT.
31
SECTION 5.2.3.
SATISFACTORY LEGAL FORM.
ALL DOCUMENTS EXECUTED OR SUBMITTED
PURSUANT HERETO BY OR ON BEHALF OF THE BORROWER SHALL BE REASONABLY SATISFACTORY
IN FORM AND SUBSTANCE TO THE AGENT AND ITS COUNSEL (AND THE EXECUTION OF THIS
AGREEMENT BY THE AGENT SHALL BE DEEMED TO EVIDENCE SUCH SATISFACTION); THE AGENT
AND ITS COUNSEL SHALL HAVE RECEIVED ALL NON-CONFIDENTIAL INFORMATION, APPROVALS,
OPINIONS, DOCUMENTS OR INSTRUMENTS AS THE AGENT OR ITS COUNSEL MAY REASONABLY
REQUEST.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES
In order to induce the Lenders and the Agent to enter into this Agreement and to
make Loans hereunder, the Borrower represents and warrants as follows as of the
Effective Date, and thereafter, as of the date of each Borrowing to the extent
set forth in clause (a) of Section 5.2.1.
SECTION 6.1.
ORGANIZATION, ETC.
THE BORROWER AND EACH OF ITS SUBSIDIARIES IS A
CORPORATION, PARTNERSHIP OR LIMITED LIABILITY COMPANY DULY ORGANIZED OR FORMED,
VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF ITS
INCORPORATION OR ORGANIZATION, IS DULY QUALIFIED TO DO BUSINESS AND IS IN GOOD
STANDING IN EACH JURISDICTION WHERE THE NATURE OF ITS BUSINESS REQUIRES SUCH
QUALIFICATION, EXCEPT WHERE THE FAILURE TO SO QUALIFY WILL NOT HAVE A MATERIAL
ADVERSE EFFECT, AND HAS FULL POWER AND AUTHORITY AND HOLDS ALL REQUISITE
GOVERNMENTAL LICENSES, PERMITS AND OTHER APPROVALS TO ENTER INTO AND PERFORM ITS
OBLIGATIONS UNDER THIS AGREEMENT, THE NOTES AND EACH OTHER LOAN DOCUMENT TO
WHICH IT IS A PARTY AND TO OWN OR HOLD UNDER LEASE ITS PROPERTY AND TO CONDUCT
ITS BUSINESS SUBSTANTIALLY AS CURRENTLY CONDUCTED BY IT.
SECTION 6.2.
DUE AUTHORIZATION, NON-CONTRAVENTION ETC.
THE EXECUTION, DELIVERY
AND PERFORMANCE BY THE BORROWER OF THIS AGREEMENT, THE NOTES AND EACH OTHER LOAN
DOCUMENT EXECUTED OR TO BE EXECUTED BY IT, ARE WITHIN THE BORROWER'S CORPORATE
POWERS, HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY