has occurred and is continuing, or would result from such
Credit Extension, which constitutes a Default or an Event of Default.
Any request for a Credit Extension shall be deemed to be a representation and
warranty that no event has occurred and is continuing, or would result from such
Credit Extension, which constitutes a Default or an Event of Default.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants to the Lender Parties as follows:
SECTION 4.1
LEGAL EXISTENCE AND POWER; NAME; CHIEF EXECUTIVE OFFICE.
EACH OBLIGOR IS A LEGAL ENTITY DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD
STANDING UNDER THE LAWS OF ITS RESPECTIVE STATE OF ORGANIZATION, AND IS DULY
LICENSED OR QUALIFIED TO TRANSACT BUSINESS IN ALL JURISDICTIONS WHERE THE
CHARACTER OF THE PROPERTY OWNED OR LEASED OR THE NATURE OF THE BUSINESS
TRANSACTED BY IT MAKES SUCH LICENSING OR QUALIFICATION NECESSARY AND WHERE
FAILURE TO OBTAIN SUCH LICENSING OR QUALIFICATION WOULD HAVE A MATERIAL ADVERSE
EFFECT.
EACH OBLIGOR HAS ALL REQUISITE POWER AND AUTHORITY, CORPORATE OR
OTHERWISE, TO CONDUCT ITS BUSINESS, TO OWN ITS PROPERTIES AND TO EXECUTE AND
DELIVER, AND TO PERFORM ALL OF ITS OBLIGATIONS UNDER, THE LOAN DOCUMENTS TO
WHICH IT IS A PARTY.
WITHIN THE LAST 12 MONTHS, EACH OBLIGOR HAS DONE BUSINESS
SOLELY UNDER THE NAMES SET FORTH IN SCHEDULE 4.1.
THE STATE OF ORGANIZATION AND
THE CHIEF EXECUTIVE OFFICE AND PRINCIPAL PLACE OF BUSINESS OF EACH DIRECT AND
INDIRECT SUBSIDIARY OF THE BORROWER ARE DESIGNATED AS SUCH IN SCHEDULE 4.1, EACH
OTHER PLACE OF BUSINESS OF EACH OBLIGOR IS LOCATED AT THE ADDRESS SET FORTH IN
SCHEDULE 4.1 AND ALL RECORDS RELATING TO THEIR RESPECTIVE BUSINESSES ARE KEPT AT
THOSE LOCATIONS.
SECTION 4.2
AUTHORIZATION FOR BORROWINGS AND LETTERS OF CREDIT; NO
CONFLICT AS TO LAW OR AGREEMENTS.
THE EXECUTION, DELIVERY AND PERFORMANCE BY
EACH OBLIGOR OF THE LOAN DOCUMENTS TO WHICH IT IS A PARTY, AND THE LETTERS OF
CREDIT AND ADVANCES FROM TIME TO TIME OBTAINED HEREUNDER, HAVE BEEN DULY
AUTHORIZED BY ALL NECESSARY CORPORATE ACTION AND DO NOT AND WILL NOT (A) REQUIRE
ANY CONSENT OR APPROVAL THAT HAS NOT BEEN OBTAINED PRIOR TO THE DATE HEREOF;
(B) REQUIRE ANY AUTHORIZATION, CONSENT OR APPROVAL BY, OR REGISTRATION,
DECLARATION OR FILING WITH (OTHER THAN FILING OF FINANCING STATEMENTS AND
RECORDING OF MORTGAGES AS CONTEMPLATED
49
HEREUNDER), OR NOTICE TO, ANY GOVERNMENTAL DEPARTMENT, COMMISSION, BOARD,
BUREAU, AGENCY OR INSTRUMENTALITY, DOMESTIC OR FOREIGN, OR ANY THIRD PARTY,
EXCEPT SUCH AUTHORIZATION, CONSENT, APPROVAL, REGISTRATION, DECLARATION, FILING
OR NOTICE AS HAS BEEN OBTAINED, ACCOMPLISHED OR GIVEN PRIOR TO THE DATE HEREOF;
(C) VIOLATE ANY PROVISION OF ANY LAW, RULE OR REGULATION (INCLUDING BUT NOT
LIMITED TO REGULATIONS T, U OR X OF THE BOARD OF GOVERNORS OF THE FEDERAL
RESERVE SYSTEM) OR OF ANY ORDER, WRIT, INJUNCTION OR DECREE PRESENTLY IN EFFECT
HAVING APPLICABILITY TO AN OBLIGOR OR OF THE ORGANIZATIONAL DOCUMENTS OF AN
OBLIGOR; (D) RESULT IN A BREACH OF, OR CONSTITUTE A DEFAULT UNDER, ANY INDENTURE
OR LOAN OR CREDIT