COMPETITIVE BID ADVANCE IN
ACCORDANCE WITH SECTION 2.04; AND
(C)
ON THE DATE OF SUCH COMPETITIVE BID
BORROWING THE FOLLOWING STATEMENTS SHALL BE TRUE (AND EACH OF THE GIVING OF THE
APPLICABLE NOTICE OF COMPETITIVE BID BORROWING AND THE ACCEPTANCE BY SUCH
BORROWER OF THE PROCEEDS OF SUCH COMPETITIVE BID BORROWING SHALL CONSTITUTE A
REPRESENTATION AND WARRANTY BY THE BORROWER REQUESTING SUCH COMPETITIVE BID
BORROWING THAT ON THE DATE OF SUCH COMPETITIVE BID BORROWING SUCH STATEMENTS ARE
TRUE):
(I)
THE REPRESENTATIONS AND WARRANTIES
CONTAINED IN EACH LOAN DOCUMENT ARE CORRECT ON AND AS OF THE DATE OF SUCH
COMPETITIVE BID BORROWING, BEFORE AND AFTER GIVING EFFECT TO SUCH COMPETITIVE
BID BORROWING AND TO THE APPLICATION OF THE PROCEEDS THEREFROM, AND, IF SUCH
COMPETITIVE BID BORROWING SHALL HAVE BEEN REQUESTED BY A DESIGNATED SUBSIDIARY,
THE REPRESENTATIONS AND WARRANTIES OF SUCH DESIGNATED SUBSIDIARY CONTAINED IN
ITS DESIGNATION LETTER, AS THOUGH MADE ON AND AS OF SUCH DATE, AND
(II)
NO EVENT HAS OCCURRED AND IS CONTINUING,
OR WOULD RESULT FROM SUCH COMPETITIVE BID BORROWING OR FROM THE APPLICATION OF
THE PROCEEDS THEREFROM, THAT CONSTITUTES A DEFAULT.
SECTION 3.05
Determinations Under Section 3.01.
For purposes of determining
compliance with the conditions specified in Section 3.01, each Lender Party
shall be deemed to have consented to, approved or accepted or to be satisfied
with each document or other matter required thereunder to be consented to or
approved by or acceptable or satisfactory to the Lender Parties unless an
officer of the Administrative Agent responsible for the transactions
contemplated by the Loan Documents shall have received notice from such Lender
Party prior to the Initial Extension of Credit specifying its objection thereto
and if the Initial Extension of Credit consists of a Borrowing, such Lender
Party shall not have made available to the Administrative Agent such Lender
Party's ratable portion of such Borrowing.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
SECTION 4.01
Representations and Warranties of the Company.
The Company
represents and warrants as follows:
(A)
EACH LOAN PARTY AND ITS SUBSIDIARIES (I) IS
A CORPORATION OR OTHER BUSINESS ENTITY DULY ORGANIZED, VALIDLY EXISTING AND IN
GOOD STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS FORMATION, (II) IS DULY
QUALIFIED AND IN GOOD STANDING AS A FOREIGN ORGANIZATION IN EACH OTHER
JURISDICTION IN WHICH IT OWNS OR LEASES PROPERTY OR IN WHICH THE CONDUCT OF ITS
BUSINESS REQUIRES IT TO SO QUALIFY OR BE LICENSED EXCEPT WHERE THE FAILURE TO SO
QUALIFY OR BE LICENSED COULD NOT BE REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE
EFFECT AND (III) HAS ALL REQUISITE POWER AND AUTHORITY (INCLUDING, WITHOUT
LIMITATION, ALL GOVERNMENTAL LICENSES, PERMITS AND OTHER APPROVALS) TO OWN OR
LEASE AND OPERATE ITS PROPERTIES AND TO CARRY ON ITS BUSINESS AS NOW CONDUCTED
AND AS PROPOSED TO BE CONDUCTED.
(B)
SET FORTH ON SCHEDULE 4.01(B) HERETO (AS
SUCH SCHEDULE MAY BE AMENDED BY THE COMPANY FROM TIME TO TIME) IS A COMPLETE AND
ACCURATE LIST OF ALL SUBSIDIARIES OF EACH LOAN PARTY (DESIGNATING WHETHER SUCH
SUBSIDIARY IS