each of the Agent and the Banks each of the representations and
warranties contained in each Loan Document; and (ii) without duplication,
represent and warrant to each of the Agent and the Banks that, at the time of
execution hereof and the transactions contemplated hereby and as of each of the
dates of each of the financial statements required to be delivered, from time to
time, pursuant to Section 5.1:
SECTION 4.1
ENTITY STATUS; POWER AND AUTHORITY.
EACH COMPANY IS A
CORPORATION OR LIMITED PARTNERSHIP DULY ORGANIZED AND VALIDLY EXISTING IN GOOD
STANDING UNDER THE LAWS OF THE STATE OF INCORPORATION OR ORGANIZATION AND IS
DULY QUALIFIED AS A FOREIGN CORPORATION AND IN GOOD STANDING IN ALL
JURISDICTIONS IN WHICH THE FAILURE TO BE SO QUALIFIED COULD HAVE A MATERIAL
ADVERSE EFFECT, ALL OF WHICH JURISDICTIONS ARE SET FORTH IN SCHEDULE 4.1
HERETO.
EACH COMPANY HAS THE CORPORATE POWER AND AUTHORITY AND ALL LEGAL RIGHTS
WHICH ARE NECESSARY (I) TO OWN, LEASE, USE AND OPERATE ITS RESPECTIVE PROPERTY
AND TO TRANSACT ITS BUSINESS AS NOW BEING AND AS PROPOSED TO BE CONDUCTED; AND
(II) TO EXECUTE AND DELIVER EACH LOAN DOCUMENT, PERFORM AND COMPLY WITH ALL
OBLIGATIONS AND AGREEMENTS THEREUNDER AND CONSUMMATE THE TRANSACTIONS
CONTEMPLATED THEREBY.
SECTION 4.2
AUTHORIZATION; CONSENTS.
THE EXECUTION, DELIVERY AND
PERFORMANCE BY EACH COMPANY OF EACH LOAN DOCUMENT TO WHICH IT IS A PARTY, AND
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED THEREBY, HAVE BEEN DULY
AUTHORIZED BY ALL NECESSARY CORPORATE AND OTHER ACTION BY, ON BEHALF OF, AND
WITH RESPECT TO, EACH COMPANY, AND NO CONSENT, APPROVAL, AUTHORIZATION,
DECLARATION, FILING, ORDER OR OTHER ACTION BY, ON BEHALF OF, OR WITH RESPECT TO,
ANY COMPANY IS REQUIRED OF, OR FROM, ANY GOVERNMENTAL AUTHORITY OR OTHER PERSON
IN CONNECTION WITH ANY OF SUCH EXECUTION, DELIVERY OR PERFORMANCE, OR THE
VALIDITY OR ENFORCEABILITY OF ANY
14
LOAN DOCUMENT AGAINST EACH COMPANY WHICH IS A PARTY THERETO OR ANY PROPERTY
COVERED THEREBY WHICH HAS NOT BEEN OBTAINED AND IS FINAL AND IN FULL FORCE AND
EFFECT.
SECTION 4.3
NO CONFLICTS.
NEITHER THE EXECUTION OR DELIVERY OF ANY LOAN
DOCUMENT, NOR THE CONSUMMATION OF ANY TRANSACTION CONTEMPLATED THEREIN, NOR THE
PERFORMANCE OF, OR COMPLIANCE WITH, ANY OF THE TERMS AND PROVISIONS THEREOF,
DOES OR WILL (I) CONFLICT WITH, OR RESULT IN OR CONSTITUTE A BREACH, VIOLATION
OR DEFAULT OF, OR REQUIRE A CONSENT UNDER, (A) ANY PROVISION OF LAW TO WHICH ANY
COMPANY OR ANY OF ITS PROPERTY IS SUBJECT OR BOUND; (B) ANY JUDGMENT OR LEGAL
RIGHT APPLICABLE TO ANY COMPANY OR ANY OF ITS PROPERTY; (C) ANY LEASE,
INDENTURE, LOAN AGREEMENT, NOTE, PURCHASE OR ACQUISITION AGREEMENT, MORTGAGE,
DEED OF TRUST OR OTHER AGREEMENT OR INSTRUMENT TO WHICH ANY COMPANY IS A PARTY
OR BY WHICH IT OR ANY OF ITS PROPERTY MAY BE BOUND OR SUBJECT; OR (D) ANY
PROVISION OF THE CHARTER OR BYLAWS OF ANY COMPANY; OR (E) RESULT IN THE CREATION
OR IMPOSITION OF ANY LIEN OR NEGATIVE PLEDGE UPON ANY COMPANY OR ANY OF