or Equipment out for repair) of
Borrowers are not stored with a bailee, warehouseman, or similar party and are
located only at, or in-transit between, the locations identified on Schedule 4.5
(as such Schedule may be updated pursuant to Section 5.9).
4.6
Inventory Records.
Each Borrower keeps
correct and accurate records itemizing and describing the type, quality, and
quantity of Inventory and the book value thereof in all material respects.
4.7
State of Incorporation; Location of Chief
Executive Office; Organizational Identification Number; Commercial Tort Claims.
(A)
THE JURISDICTION OF ORGANIZATION OF EACH BORROWER IS SET FORTH ON
SCHEDULE 4.7(A).
(B)
THE CHIEF EXECUTIVE OFFICE OF EACH BORROWER IS LOCATED AT THE ADDRESS
INDICATED ON SCHEDULE 4.7(B).
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(C)
EACH BORROWER'S ORGANIZATIONAL IDENTIFICATION NUMBER, IF ANY, ARE
IDENTIFIED ON SCHEDULE 4.7(C).
(D)
AS OF THE CLOSING DATE, BORROWERS DO NOT HOLD ANY COMMERCIAL TORT CLAIMS,
EXCEPT AS SET FORTH ON SCHEDULE 4.7(D).
4.8
Due Organization and Qualification;
Subsidiaries.
(A)
EACH BORROWER IS DULY ORGANIZED AND EXISTING AND IN GOOD STANDING UNDER THE
LAWS OF THE JURISDICTION OF ITS ORGANIZATION AND QUALIFIED TO DO BUSINESS IN ANY
STATE WHERE THE FAILURE TO BE SO QUALIFIED REASONABLY COULD BE EXPECTED TO
RESULT IN A MATERIAL ADVERSE CHANGE.
(B)
SET FORTH ON SCHEDULE 4.8(B), IS A COMPLETE AND ACCURATE DESCRIPTION OF THE
AUTHORIZED CAPITAL STOCK OF EACH BORROWER, BY CLASS, AND, AS OF THE CLOSING
DATE, A DESCRIPTION OF THE NUMBER OF SHARES OF EACH SUCH CLASS THAT ARE ISSUED
AND OUTSTANDING.
OTHER THAN AS DESCRIBED ON SCHEDULE 4.8(B), THERE ARE NO
SUBSCRIPTIONS, OPTIONS, WARRANTS, OR CALLS RELATING TO ANY SHARES OF EACH
BORROWER'S CAPITAL STOCK, INCLUDING ANY RIGHT OF CONVERSION OR EXCHANGE UNDER
ANY OUTSTANDING SECURITY OR OTHER INSTRUMENT.
NO BORROWER IS SUBJECT TO ANY
OBLIGATION (CONTINGENT OR OTHERWISE) TO REPURCHASE OR OTHERWISE ACQUIRE OR
RETIRE ANY SHARES OF ITS CAPITAL STOCK OR ANY SECURITY CONVERTIBLE INTO OR
EXCHANGEABLE FOR ANY OF ITS CAPITAL STOCK.
(C)
SET FORTH ON SCHEDULE 4.8(C), IS, A COMPLETE AND ACCURATE LIST OF EACH
BORROWER'S DIRECT AND INDIRECT SUBSIDIARIES, SHOWING: (I) THE JURISDICTION OF
THEIR ORGANIZATION, (II) THE NUMBER OF SHARES OF EACH CLASS OF COMMON AND
PREFERRED STOCK AUTHORIZED FOR EACH OF SUCH SUBSIDIARIES, AND (III) THE NUMBER
AND THE PERCENTAGE OF THE OUTSTANDING SHARES OF EACH SUCH CLASS OWNED DIRECTLY
OR INDIRECTLY BY THE APPLICABLE BORROWER.
ALL OF THE OUTSTANDING CAPITAL STOCK
OF EACH SUCH SUBSIDIARY HAS BEEN VALIDLY ISSUED AND IS FULLY PAID AND
NON-ASSESSABLE.
4.9
Due Authorization; No Conflict.
(A)
AS TO EACH BORROWER, THE EXECUTION, DELIVERY, AND PERFORMANCE BY SUCH
BORROWER OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY
HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY ACTION ON THE PART OF SUCH BORROWER.
(B)
AS TO EACH BORROWER, THE EXECUTION, DELIVERY, AND PERFORMANCE BY SUCH
BORROWER OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY
DO NOT AND WILL NOT (I) VIOLATE ANY PROVISION OF FEDERAL, STATE, OR LOCAL LAW OR