RIGHTS HEREUNDER (EXCEPT THOSE RELATED TO ANY BID
LOANS OF SUCH LENDER WHICH REMAIN OUTSTANDING AND THOSE THAT SURVIVE FULL
PAYMENT HEREUNDER) AND SHALL BE RELIEVED FROM ALL OBLIGATIONS TO THE BORROWER
HEREUNDER, AND THE REPLACEMENT LENDER SHALL SUCCEED TO THE RIGHTS AND
OBLIGATIONS OF SUCH LENDER HEREUNDER.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants to the Administrative Agent and each Lender
that:
SECTION 4.01.
CORPORATE EXISTENCE; COMPLIANCE WITH LAW.
THE BORROWER AND EACH
OF ITS SUBSIDIARIES:
(A)
IS A CORPORATION DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING
UNDER THE LAWS OF THE JURISDICTION OF ITS INCORPORATION;
(B)
IS DULY QUALIFIED AS A FOREIGN CORPORATION 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 EXCEPT WHERE THE FAILURE
TO SO QUALIFY HAS NO REASONABLE LIKELIHOOD OF HAVING A MATERIAL ADVERSE EFFECT;
(C)
HAS ALL REQUISITE CORPORATE POWER AND AUTHORITY TO OWN, PLEDGE, MORTGAGE,
HOLD UNDER LEASE AND OPERATE ITS PROPERTIES, AND TO CONDUCT ITS BUSINESS AS NOW
OR CURRENTLY PROPOSED TO BE CONDUCTED;
(D)
IS IN COMPLIANCE WITH ITS CERTIFICATE OF INCORPORATION AND BY‐LAWS; AND
(E)
IS IN COMPLIANCE WITH ALL OTHER REQUIREMENTS OF LAW EXCEPT SUCH
NON‐COMPLIANCE AS HAS NO REASONABLE LIKELIHOOD OF HAVING A MATERIAL ADVERSE
EFFECT.
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SECTION 4.02.
CORPORATE AUTHORIZATION; NO CONTRAVENTION; GOVERNMENTAL
AUTHORIZATION.
THE EXECUTION, DELIVERY AND PERFORMANCE BY THE BORROWER OF THE
LOAN DOCUMENTS, THE BORROWING OF THE LOANS AND THE TRANSACTIONS:
(A)
ARE WITHIN THE CORPORATE POWERS OF THE BORROWER;
(B)
HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION, INCLUDING THE
CONSENT OF SHAREHOLDERS WHERE REQUIRED;
(C)
DO NOT AND WILL NOT:
(I) CONTRAVENE THE CERTIFICATE OF INCORPORATION OR BY‐LAWS OF THE BORROWER;
(II) VIOLATE ANY OTHER REQUIREMENT OF LAW (INCLUDING THE SECURITIES EXCHANGE ACT
OF 1934, REGULATIONS T, U AND X OF THE FEDERAL RESERVE BOARD OR ANY ORDER OR
DECREE OF ANY COURT OR OTHER GOVERNMENTAL AUTHORITY);
(III) CONFLICT WITH OR RESULT IN THE BREACH OF, OR CONSTITUTE A DEFAULT UNDER,
ANY CONTRACTUAL OBLIGATION BINDING ON OR AFFECTING THE BORROWER OR ANY OF ITS
PROPERTIES, OTHER THAN (IN THE CASE OF ANY CONTRACTUAL OBLIGATION OTHER THAN ANY
INDENTURE) ANY SUCH BREACH OR DEFAULT THAT HAS NO REASONABLE LIKELIHOOD OF
HAVING A MATERIAL ADVERSE EFFECT, OR ANY ORDER, INJUNCTION, WRIT OR DECREE OF
ANY GOVERNMENTAL AUTHORITY TO WHICH THE BORROWER OR ANY OF ITS PROPERTIES IS
SUBJECT; OR
(IV) RESULT IN THE CREATION OR IMPOSITION OF ANY LIEN UPON ANY OF THE PROPERTY
OF THE BORROWER; AND
(D)
DO NOT REQUIRE THE CONSENT, AUTHORIZATION BY OR APPROVAL OF OR NOTICE TO OR
FILING OR REGISTRATION WITH ANY GOVERNMENTAL AUTHORITY OR ANY OTHER PERSON OTHER
THAN THOSE WHICH HAVE BEEN DULY OBTAINED, MADE OR GIVEN.
SECTION 4.03.
ENFORCEABLE OBLIGATIONS.
THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS HAVE BEEN DULY EXECUTED AND DELIVERED BY THE BORROWER.
THIS AGREEMENT
AND EACH OTHER LOAN DOCUMENT ARE LEGAL, VALID AND BINDING OBLIGATIONS OF