Borrower that the conditions
contained in Section 5.2 (a) and (b) have been satisfied.
Any Lender may
require a duly completed compliance certificate in substantially the form of
Exhibit B hereto as a condition to making a Revolving Credit Advance or issuing
a Letter of Credit.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants to the Lenders that:
6.1
EXISTENCE AND STANDING.
EACH OF THE BORROWER AND ITS SUBSIDIARIES IS A
CORPORATION, DULY AND PROPERLY INCORPORATED, VALIDLY EXISTING AND IN GOOD
STANDING UNDER THE LAWS OF ITS JURISDICTION OF INCORPORATION OR ORGANIZATION AND
HAS ALL REQUISITE AUTHORITY TO CONDUCT ITS BUSINESS IN EACH JURISDICTION IN
WHICH ITS BUSINESS IS CONDUCTED.
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6.2
AUTHORIZATION AND VALIDITY.
THE BORROWER HAS THE CORPORATE POWER AND
AUTHORITY AND LEGAL RIGHT TO EXECUTE AND DELIVER THE FACILITY DOCUMENTS AND TO
PERFORM ITS OBLIGATIONS THEREUNDER.
THE EXECUTION AND DELIVERY BY THE BORROWER
OF THE FACILITY DOCUMENTS AND THE PERFORMANCE OF ITS OBLIGATIONS THEREUNDER HAVE
BEEN DULY AUTHORIZED BY PROPER CORPORATE PROCEEDINGS, AND THE FACILITY DOCUMENTS
TO WHICH THE BORROWER IS A PARTY CONSTITUTE LEGAL, VALID AND BINDING OBLIGATIONS
OF THE BORROWER ENFORCEABLE AGAINST THE BORROWER IN ACCORDANCE WITH THEIR TERMS,
EXCEPT AS ENFORCEABILITY MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY OR SIMILAR
LAWS AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY.
6.3
NO CONFLICT; GOVERNMENT CONSENT.
NEITHER THE EXECUTION AND DELIVERY BY
THE BORROWER OF THE FACILITY DOCUMENTS, NOR THE CONSUMMATION OF THE TRANSACTIONS
THEREIN CONTEMPLATED, NOR COMPLIANCE WITH THE PROVISIONS THEREOF WILL VIOLATE
(A) ANY LAW, RULE, REGULATION, ORDER, WRIT, JUDGMENT, INJUNCTION, DECREE OR
AWARD BINDING ON THE BORROWER OR ANY OF ITS SUBSIDIARIES OR (B) THE BORROWER'S
OR ANY SUBSIDIARY'S ARTICLES OR CERTIFICATE OF INCORPORATION, PARTNERSHIP
AGREEMENT, CERTIFICATE OF PARTNERSHIP, ARTICLES OR CERTIFICATE OF ORGANIZATION,
BY-LAWS, OR OPERATING OR OTHER MANAGEMENT AGREEMENT, AS THE CASE MAY BE, OR (C)
THE PROVISIONS OF ANY INDENTURE, INSTRUMENT OR AGREEMENT TO WHICH THE BORROWER
OR ANY OF ITS SUBSIDIARIES IS A PARTY OR IS SUBJECT, OR BY WHICH IT, OR ITS
PROPERTY, IS BOUND, OR CONFLICT WITH OR CONSTITUTE A DEFAULT THEREUNDER, OR
RESULT IN, OR REQUIRE, THE CREATION OR IMPOSITION OF ANY LIEN IN, OF OR ON THE
PROPERTY OF THE BORROWER OR A SUBSIDIARY PURSUANT TO THE TERMS OF ANY SUCH
INDENTURE, INSTRUMENT OR AGREEMENT.
NO ORDER, CONSENT, ADJUDICATION, APPROVAL,
LICENSE, AUTHORIZATION, OR VALIDATION OF, OR FILING, RECORDING OR REGISTRATION
WITH, OR EXEMPTION BY, OR OTHER ACTION IN RESPECT OF ANY GOVERNMENTAL OR PUBLIC
BODY OR AUTHORITY, OR ANY SUBDIVISION THEREOF, WHICH HAS NOT BEEN OBTAINED BY
THE BORROWER OR ANY OF ITS SUBSIDIARIES, IS REQUIRED TO BE OBTAINED BY THE
BORROWER OR ANY OF ITS SUBSIDIARIES IN CONNECTION WITH THE EXECUTION AND
DELIVERY OF THE FACILITY DOCUMENTS, THE EXTENSIONS OF CREDIT UNDER THIS
AGREEMENT, THE PAYMENT AND PERFORMANCE BY THE BORROWER OF THE OBLIGATIONS OR THE
LEGALITY, VALIDITY, BINDING EFFECT OR ENFORCEABILITY OF ANY OF THE FACILITY
DOCUMENTS, EXCEPT THAT APPROVAL OF THE NEW YORK INSURANCE DEPARTMENT, THE
CALIFORNIA INSURANCE DEPARTMENT AND/OR ONE