ON ANY LOAN TO SUCH BORROWER SHALL BE
OUTSTANDING HEREUNDER, PROVIDED THAT SUCH BORROWING SUBSIDIARY TERMINATION SHALL
BE EFFECTIVE TO TERMINATE THE RIGHT OF SUCH FOREIGN SUBSIDIARY BORROWER TO MAKE
FURTHER BORROWINGS UNDER THIS AGREEMENT.
AS SOON AS PRACTICABLE UPON RECEIPT OF
A BORROWING SUBSIDIARY AGREEMENT, THE ADMINISTRATIVE AGENT SHALL FURNISH A COPY
THEREOF TO EACH REVOLVING LENDER.
SECTION 2.24.
SENIOR DEBT.
THE COMPANY HEREBY DESIGNATES ALL OBLIGATIONS NOW
OR HEREINAFTER INCURRED OR OTHERWISE OUTSTANDING, AND AGREES THAT THE
OBLIGATIONS SHALL AT ALL TIMES CONSTITUTE,
44
SENIOR INDEBTEDNESS AND DESIGNATED SENIOR INDEBTEDNESS, OR TERMS OF SIMILAR
IMPORT, WHICH ARE ENTITLED TO THE BENEFITS OF THE SUBORDINATION PROVISIONS OF
ALL SUBORDINATED INDEBTEDNESS.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Each Borrower represents and warrants to the Lenders that:
SECTION 3.01.
ORGANIZATION; POWERS; SUBSIDIARIES.
EACH OF THE COMPANY AND ITS
SUBSIDIARIES IS DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING (TO THE
EXTENT SUCH CONCEPT IS APPLICABLE IN THE RELEVANT JURISDICTION) UNDER THE LAWS
OF THE JURISDICTION OF ITS ORGANIZATION, (EXCEPT, IN THE CASE OF SUBSIDIARIES
THAT ARE NOT LOAN PARTIES, WHERE THE FAILURE TO SO BE IN GOOD STANDING,
INDIVIDUALLY OR IN THE AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO RESULT IN
A MATERIAL ADVERSE EFFECT), HAS ALL REQUISITE POWER AND AUTHORITY TO CARRY ON
ITS BUSINESS AS NOW CONDUCTED AND, EXCEPT WHERE THE FAILURE TO DO SO,
INDIVIDUALLY OR IN THE AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO RESULT IN
A MATERIAL ADVERSE EFFECT, IS QUALIFIED TO DO BUSINESS IN, AND IS IN GOOD
STANDING (TO THE EXTENT SUCH CONCEPT IS APPLICABLE) IN, EVERY JURISDICTION WHERE
SUCH QUALIFICATION IS REQUIRED.
SCHEDULE 3.01 HERETO (AS SUPPLEMENTED FROM TIME
TO TIME) IDENTIFIES EACH SUBSIDIARY, NOTING WHETHER SUCH SUBSIDIARY IS A
MATERIAL SUBSIDIARY, THE JURISDICTION OF ITS INCORPORATION OR ORGANIZATION, AS
THE CASE MAY BE, THE PERCENTAGE OF ISSUED AND OUTSTANDING SHARES OF EACH CLASS
OF ITS CAPITAL STOCK OR OTHER EQUITY INTERESTS OWNED BY THE COMPANY AND THE
OTHER SUBSIDIARIES AND, IF SUCH PERCENTAGE IS NOT 100% (EXCLUDING DIRECTORS'
QUALIFYING SHARES AS REQUIRED BY LAW), A DESCRIPTION OF EACH CLASS ISSUED AND
OUTSTANDING.
ALL OF THE OUTSTANDING SHARES OF CAPITAL STOCK AND OTHER EQUITY
INTERESTS OF EACH SUBSIDIARY ARE VALIDLY ISSUED AND OUTSTANDING AND FULLY PAID
AND NONASSESSABLE AND ALL SUCH SHARES AND OTHER EQUITY INTERESTS INDICATED ON
SCHEDULE 3.01 AS OWNED BY THE COMPANY OR ANOTHER SUBSIDIARY ARE OWNED,
BENEFICIALLY AND OF RECORD, BY THE COMPANY OR ANY SUBSIDIARY FREE AND CLEAR OF
ALL LIENS, OTHER THAN LIENS CREATED UNDER THE PLEDGE AGREEMENTS.
EXCEPT AS SET
FORTH ON SCHEDULE 3.01, THERE ARE NO OUTSTANDING COMMITMENTS OR OTHER
OBLIGATIONS OF THE COMPANY OR ANY SUBSIDIARY TO ISSUE, AND NO OPTIONS, WARRANTS
OR OTHER RIGHTS OF ANY PERSON TO ACQUIRE, ANY SHARES OF ANY CLASS OF CAPITAL
STOCK OR OTHER EQUITY INTERESTS OF THE COMPANY OR ANY SUBSIDIARY.
SECTION 3.02.
AUTHORIZATION; ENFORCEABILITY.
THE TRANSACTIONS ARE WITHIN EACH
LOAN PARTY'S CORPORATE POWERS AND HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY
CORPORATE AND, IF REQUIRED, SHAREHOLDER