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 Paying 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 Paying Agent such Lender Party's ratable portion of such
Borrowing.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
Section 4.01.
Representations and Warranties of the Borrower.
The
Borrower represents and warrants as follows:
(A)
EACH LOAN PARTY AND EACH OF ITS SUBSIDIARIES (I) IS A CORPORATION
OR A LIMITED LIABILITY COMPANY 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 CORPORATION OR LIMITED LIABILITY
COMPANY 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 WOULD NOT BE REASONABLY
LIKELY TO HAVE A MATERIAL ADVERSE EFFECT AND (III) HAS ALL REQUISITE ENTITY
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.
SET
FORTH ON SCHEDULE 4.01(A) HERETO IS A COMPLETE AND ACCURATE LIST OF ALL LOAN
PARTIES, SHOWING AS OF THE DATE HEREOF (AS TO EACH LOAN PARTY) THE JURISDICTION
OF ITS FORMATION, THE ADDRESS OF ITS PRINCIPAL PLACE OF BUSINESS AND ITS U.S.
TAXPAYER IDENTIFICATION NUMBER OR, IN THE CASE OF ANY NON-U.S. LOAN PARTY
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that does not have a U.S. taxpayer identification number, its unique
identification number issued to it by the jurisdiction of its formation.
The
copy of the charter of each Loan Party and each amendment thereto provided
pursuant to Section 3.01(a)(vii) is a true and correct copy of each such
document, each of which is valid and in full force and effect.
(B)
SET FORTH ON SCHEDULE 4.01(B) HERETO IS A COMPLETE AND ACCURATE
LIST OF ALL SUBSIDIARIES OF EACH LOAN PARTY, SHOWING AS OF THE DATE HEREOF (AS
TO EACH SUCH SUBSIDIARY) THE JURISDICTION OF ITS INCORPORATION, THE NUMBER OF
SHARES OF EACH CLASS OF ITS EQUITY INTERESTS AUTHORIZED, AND THE NUMBER
OUTSTANDING, ON THE DATE HEREOF AND THE PERCENTAGE OF EACH SUCH CLASS OF ITS
EQUITY INTERESTS OWNED (DIRECTLY OR INDIRECTLY) BY SUCH LOAN PARTY AND THE
NUMBER OF SHARES COVERED BY ALL OUTSTANDING OPTIONS, WARRANTS, RIGHTS OF
CONVERSION OR PURCHASE AND SIMILAR RIGHTS AT THE DATE HEREOF.
ALL OF THE
OUTSTANDING EQUITY INTERESTS IN EACH LOAN