Common use of Representations and Warranties of each Subsidiary Borrower Clause in Contracts

Representations and Warranties of each Subsidiary Borrower. Each Subsidiary Borrower represents and warrants to the Banks as follows: (1) Such Subsidiary Borrower is (i) a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and (ii) either is qualified to do business and in good standing in each jurisdiction where the ownership of its properties or the conduct of its business requires such qualification or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction. (2) Such Subsidiary Borrower has all corporate power and authority, governmental permits, licenses, consents, authorizations, orders and approvals, and other authorizations as are necessary to carry on its business substantially as presently conducted. (3) The execution, delivery and performance of this Agreement and of the Notes (if any) of such Subsidiary Borrower, and Borrowings hereunder by such Subsidiary Borrower, are within its corporate power and authority and have been duly authorized by all necessary corporate proceedings. (4) Neither such authorization nor the execution, delivery and performance by such Subsidiary Borrower of this Agreement or of the Notes (if any) of such Subsidiary Borrower hereunder, nor any Borrowing hereunder by such Subsidiary Borrower when made, will conflict with, result in a breach of or constitute a default under any of the terms, conditions or provisions of any law or any regulation, order, writ, injunction or decree of any court or governmental authority or of the Certificate of Incorporation or By-Laws of such Subsidiary Borrower or result in the violation or contravention of, or the acceleration of any obligation under, or cause the creation of any Mortgage on any of the properties of such Subsidiary Borrower pursuant to the provisions of, any indenture, agreement or other instrument representing Debt or any other agreement material to such Subsidiary Borrower and its consolidated subsidiaries, considered as a whole, to which it is a party or by which it is bound. (5) Assuming its due execution by the Banks and the Agent, this Agreement constitutes a legal, valid and binding agreement of such Subsidiary Borrower and the Notes (if any) of such Subsidiary Borrower, when duly executed on behalf of such Subsidiary Borrower and delivered in accordance with this Agreement, will constitute legal, valid and binding obligations of such Subsidiary Borrower. (b) Except as disclosed in writing to the Banks, there has been no material adverse change since the last day of the fiscal quarter ending immediately prior to the date on which such Subsidiary Borrower became a party hereto in the business, operations, affairs, assets, condition (financial or otherwise) or results of operations of such Subsidiary Borrower and its consolidated subsidiaries, considered as a whole. (c) Except as disclosed in writing to the Banks, there is no action, suit or proceeding pending or, to the knowledge of such Subsidiary Borrower, threatened against or affecting such Subsidiary Borrower or any of its subsidiaries in any court or before or by any arbitrator, governmental department, agency or instrumentality, which would be reasonably likely to materially and adversely affect the ability of such Subsidiary Borrower to perform its obligations hereunder and under its Notes (if any) or which in any manner draws into question the validity of this Agreement or such Notes of such Subsidiary Borrower. (d) No Default has occurred and is continuing. (e) No consent, authorization, order or approval of (or filing or registration with) any governmental commission, board or other regulatory authority (other than routine reporting requirements) is required for the execution, delivery and performance by such Subsidiary Borrower of this Agreement or of the Notes (if any) of such Subsidiary Borrower or for Borrowings hereunder by such Subsidiary Borrower. (f) Such Subsidiary Borrower is not an "investment company" within the meaning of the Investment Company Act of 1940, as amended.