POLICY TO ISSUE SUCH POLICY WITHOUT A SURVEY EXCEPTION AND (Z) AN
ENVIRONMENTAL SITE ASSESSMENT PREPARED BY A QUALIFIED FIRM REASONABLY ACCEPTABLE
TO THE AGENT AND THE REQUIRED LENDERS, IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE AGENT AND THE REQUIRED LENDERS; PROVIDED, HOWEVER, THAT WITH
RESPECT TO ANY SUCH ACQUISITION OF REAL PROPERTY LOCATED IN MERCER COUNTY,
PENNSYLVANIA OCCURRING ON OR PRIOR TO OCTOBER 7, 2005, THE FOREGOING DELIVERIES
SHALL BE MADE NO LATER THAN TEN (10) BUSINESS DAYS FOLLOWING THE DATE(S) OF
ACQUISITION OF SUCH REAL PROPERTY.
ARTICLE III - REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants to the Agent and each Lender that the
following are, and after giving effect to the Related Transactions will be,
true, correct and complete:
3.1
CORPORATE EXISTENCE AND POWER.
THE BORROWER
AND EACH OF ITS SUBSIDIARIES:
(A)
IS A CORPORATION, LIMITED LIABILITY COMPANY
OR LIMITED PARTNERSHIP, AS APPLICABLE, DULY ORGANIZED, VALIDLY EXISTING AND IN
GOOD STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS INCORPORATION OR
FORMATION, AS APPLICABLE;
(B)
HAS THE POWER AND AUTHORITY AND ALL
GOVERNMENTAL LICENSES, AUTHORIZATIONS, CONSENTS AND APPROVALS TO OWN ITS ASSETS,
CARRY ON ITS BUSINESS AND EXECUTE, DELIVER, AND PERFORM ITS OBLIGATIONS UNDER,
THE LOAN DOCUMENTS AND THE RELATED AGREEMENTS TO WHICH IT IS A PARTY;
(C)
IS DULY QUALIFIED AS A FOREIGN CORPORATION,
LIMITED LIABILITY COMPANY OR LIMITED PARTNERSHIP, AS APPLICABLE, AND LICENSED
AND IN GOOD STANDING, UNDER THE LAWS OF EACH JURISDICTION WHERE ITS OWNERSHIP,
LEASE OR OPERATION OF PROPERTY OR THE CONDUCT OF ITS BUSINESS REQUIRES SUCH
QUALIFICATION OR LICENSE; AND
(D)
IS IN COMPLIANCE WITH ALL REQUIREMENTS OF
LAW;
except, in each case referred to in clause (c) or clause (d), to the extent that
the failure to do so would not reasonably be expected to have, either
individually or in the aggregate, a Material Adverse Effect.
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3.2
CORPORATE AUTHORIZATION; NO CONTRAVENTION.
(A)
THE EXECUTION, DELIVERY AND PERFORMANCE BY
THE BORROWER OF THIS AGREEMENT, AND THE BORROWER AND ITS SUBSIDIARIES OF ANY
OTHER LOAN DOCUMENT AND RELATED AGREEMENT TO WHICH ANY OF SUCH PERSONS IS PARTY,
HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY ACTION, AND DO NOT AND WILL NOT:
(I)
CONTRAVENE THE TERMS OF ANY OF SUCH
PERSON'S ORGANIZATION DOCUMENTS;
(II)
CONFLICT WITH OR RESULT IN ANY MATERIAL
BREACH OR CONTRAVENTION OF, OR RESULT IN THE CREATION OF ANY LIEN UNDER, ANY
DOCUMENT EVIDENCING ANY MATERIAL CONTRACTUAL OBLIGATION TO WHICH SUCH PERSON IS
A PARTY OR ANY ORDER, INJUNCTION, WRIT OR DECREE OF ANY GOVERNMENTAL AUTHORITY
TO WHICH SUCH PERSON OR ITS PROPERTY IS SUBJECT; OR
(III)
VIOLATE ANY MATERIAL REQUIREMENT OF LAW IN
ANY MATERIAL RESPECT.
(B)
SCHEDULE 3.2 SETS FORTH THE AUTHORIZED
EQUITY SECURITIES OF THE BORROWER AND EACH OF ITS SUBSIDIARIES.
ALL ISSUED AND
OUTSTANDING EQUITY SECURITIES OF THE BORROWER AND EACH OF ITS SUBSIDIARIES ARE
DULY AUTHORIZED AND VALIDLY ISSUED, FULLY PAID, NON-ASSESSABLE, AND FREE AND
CLEAR OF ALL LIENS OTHER THAN, WITH RESPECT TO THE EQUITY SECURITIES OF THE
BORROWER'S SUBSIDIARIES, THOSE