shall be
deemed to constitute, as of any such Advance Date, as the case may be, a
representation and warranty by the Borrower that the conditions in this
Section 3.02 have been satisfied.
ARTICLE IV.
REPRESENTATIONS AND WARRANTIES
SECTION 4.01.
REPRESENTATIONS AND WARRANTIES OF THE BORROWER.
TO INDUCE EACH
LENDER TO MAKE ADVANCES FROM TIME TO TIME AND THE ADMINISTRATIVE AGENT TO TAKE
ANY ACTION REQUIRED TO BE PERFORMED BY IT HEREUNDER, THE BORROWER MAKES THE
FOLLOWING REPRESENTATIONS AND WARRANTIES TO EACH LENDER AND THE ADMINISTRATIVE
AGENT ON THE EFFECTIVE DATE AND EACH ADVANCE DATE, EACH AND ALL OF WHICH SHALL
SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENT.
(A)
EXISTENCE; COMPLIANCE WITH LAW.
THE BORROWER (I) IS A LIMITED
LIABILITY COMPANY DULY FORMED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE
LAWS OF ITS JURISDICTION OF INCORPORATION, IS A "REGISTERED ORGANIZATION" AS
DEFINED IN THE UCC OF SUCH JURISDICTION AND IS NOT ORGANIZED UNDER THE LAWS OF
ANY OTHER JURISDICTION; (II) IS DULY QUALIFIED TO CONDUCT BUSINESS AND IS IN
GOOD STANDING IN EACH OTHER JURISDICTION WHERE ITS OWNERSHIP OR LEASE OF
PROPERTY OR THE CONDUCT OF ITS BUSINESS REQUIRES SUCH QUALIFICATION EXCEPT WHERE
THE FAILURE TO BE SO QUALIFIED COULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT; (III) HAS THE REQUISITE POWER AND AUTHORITY AND THE
LEGAL RIGHT TO OWN, PLEDGE, MORTGAGE OR OTHERWISE ENCUMBER AND OPERATE ITS
PROPERTIES, TO LEASE THE PROPERTY IT OPERATES UNDER LEASE, AND TO CONDUCT ITS
BUSINESS, IN EACH CASE, AS NOW, HERETOFORE AND PROPOSED TO BE CONDUCTED;
(IV) HAS ALL MATERIAL LICENSES, PERMITS, CONSENTS OR APPROVALS FROM OR BY, AND
HAS MADE ALL FILINGS WITH, AND HAS GIVEN ALL NOTICES TO, ALL GOVERNMENTAL
AUTHORITIES HAVING JURISDICTION, TO THE EXTENT REQUIRED FOR SUCH OWNERSHIP,
OPERATION AND CONDUCT; (V) IS IN COMPLIANCE WITH ITS LIMITED LIABILITY COMPANY
AGREEMENT; AND (VI) SUBJECT TO SPECIFIC REPRESENTATIONS SET FORTH HEREIN
REGARDING ERISA, TAX AND OTHER LAWS, IS IN COMPLIANCE WITH ALL APPLICABLE
PROVISIONS OF LAW, EXCEPT WHERE THE FAILURE TO COMPLY, INDIVIDUALLY OR IN THE
AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT
WITHIN THE MEANING OF CLAUSES (A)(II) AND (B) THROUGH (E) OF THE DEFINITION
THEREOF.
(B)
EXECUTIVE OFFICES; COLLATERAL LOCATIONS; CORPORATE OR OTHER NAMES;
FEIN.
THE STATE OF ORGANIZATION AND THE ORGANIZATION IDENTIFICATION NUMBER OF
THE BORROWER AND
18
current location of the Borrower's chief executive office, principal place of
business, other offices, the premises within which any Borrower Collateral is
stored or located, and the locations of its records concerning the Borrower
Collateral (including originals of the Borrower Assigned Agreements) are set
forth in Schedule 4.01(b) or such other locations identified in writing by the
Borrower to the Administrative Agent after the Closing Date and none of such
locations has changed since the date of the formation of the Borrower.
Except
as set forth in Schedule 4.01(b), the Borrower has not been known as or used any
fictitious or trade name.
In addition, Schedule 4.01(b) lists