WHICH THE NATURE OF THE BUSINESS TRANSACTED
OR THE PROPERTY OWNED IS SUCH AS TO REQUIRE LICENSING AS SUCH; AND (C) POSSESSES
ALL REQUISITE CORPORATE, LIMITED LIABILITY COMPANY OR LIMITED PARTNERSHIP
(RESPECTIVELY) POWER, AUTHORITY AND LEGAL RIGHT, TO EXECUTE, DELIVER AND COMPLY
WITH THE TERMS OF THE LOAN DOCUMENTS TO BE EXECUTED BY IT, ALL OF WHICH HAVE
BEEN DULY AUTHORIZED AND APPROVED BY ALL NECESSARY CORPORATE, LIMITED LIABILITY
COMPANY OR LIMITED PARTNERSHIP ACTION (RESPECTIVELY) AND FOR WHICH NO APPROVAL
OR CONSENT OF ANY GOVERNMENTAL AUTHORITY WHICH HAS NOT BEEN OBTAINED IS
REQUIRED.
NO PROCEEDING IS PENDING FOR THE FORFEITURE OF ANY BORROWER'S OR ANY
SUCH SUBSIDIARY'S ORGANIZATION DOCUMENTS OR ITS DISSOLUTION.
THE ISSUED AND
OUTSTANDING CAPITAL STOCK, LIMITED LIABILITY COMPANY INTEREST AND PARTNERSHIP
INTEREST OF BORROWER AND EACH SUBSIDIARY IS DULY AUTHORIZED VALIDLY ISSUED,
FULLY PAID AND NONASSESSABLE, AND FREE OF THE PREEMPTIVE RIGHTS OF SHAREHOLDERS
AND OTHER EQUITY HOLDERS.
SCHEDULE 7.1 SETS FORTH THE RESPECTIVE JURISDICTION
OF ORGANIZATION AND PERCENTAGE OWNERSHIP AS OF THE AGREEMENT DATE OF EACH
SUBSIDIARY.
BORROWER HAS NO DIRECT OR INDIRECT SUBSIDIARY OTHER THAN THOSE SET
FORTH ON SCHEDULE 7.1.
7.2
AUTHORIZATION; VALIDITY.
THE BOARD OF
DIRECTORS, MANAGERS, PARTNERS OR OTHER APPROPRIATE GOVERNANCE BOARD OF EACH
OBLIGOR HAS DULY AUTHORIZED THE EXECUTION AND DELIVERY OF THE LOAN DOCUMENTS TO
WHICH SUCH OBLIGOR IS A PARTY AND THE PERFORMANCE OF THEIR RESPECTIVE TERMS.
NO
CONSENT OF THE STOCKHOLDERS, MEMBERS, PARTNERS OR OTHER EQUITY HOLDERS OF ANY
OBLIGOR IS REQUIRED AS A PREREQUISITE TO THE VALIDITY AND ENFORCEABILITY OF ANY
LOAN DOCUMENT.
EACH OBLIGOR HAS FULL CORPORATE, LIMITED LIABILITY OR
PARTNERSHIP (RESPECTIVELY) POWER, AUTHORITY AND
37
LEGAL RIGHT TO EXECUTE AND DELIVER AND TO PERFORM AND OBSERVE THE PROVISIONS OF
ALL LOAN DOCUMENTS TO WHICH SUCH OBLIGOR IS A PARTY.
EACH OF THE LOAN DOCUMENTS
IS THE LEGAL, VALID AND BINDING OBLIGATION OF EACH OBLIGOR WHICH IS A PARTY
THERETO, ENFORCEABLE IN ACCORDANCE WITH ITS RESPECTIVE TERMS, SUBJECT AS TO
ENFORCEMENT OF REMEDIES TO ANY DEBTOR RELIEF LAWS.
7.3
FINANCIAL STATEMENTS.
THE FINANCIAL
STATEMENTS DESCRIBED IN SECTION 4.1(M) HERETOFORE FURNISHED TO LENDER ARE
COMPLETE AND CORRECT IN ALL MATERIAL RESPECTS AND PREPARED IN ACCORDANCE WITH
GAAP OR SAP, AS APPROPRIATE, AND FAIRLY PRESENT THE FINANCIAL CONDITION OF THE
PERSONS DESCRIBED THEREIN AS OF THE DATES INDICATED AND FOR THE PERIODS
INVOLVED.
THERE ARE NO CONTINGENT DEBTS, LIABILITIES FOR TAXES, UNUSUAL FORWARD
OR LONG-TERM COMMITMENTS OR UNREALIZED OR ANTICIPATED LOSSES FROM ANY
UNFAVORABLE COMMITMENTS, ANY OF WHICH ARE MATERIAL IN AMOUNT IN RELATION TO THE
FINANCIAL CONDITION OF BORROWER AND ITS SUBSIDIARIES, TAKEN AS A WHOLE, EXCEPT
AS REFLECTED IN SUCH FINANCIAL STATEMENTS.
THE DESCRIPTION OF ALL OFF-BALANCE
SHEET LIABILITIES OF BORROWER AND SUBSIDIARIES HERETOFORE FURNISHED TO LENDER IS
COMPLETE AND CORRECT IN ALL MATERIAL RESPECTS.
SINCE THE DATE OF THE FINANCIAL
STATEMENTS DESCRIBED IN SECTION 4.1(M) OR THE CURRENT FINANCIALS, THERE HAS BEEN
NO MATERIAL ADVERSE CHANGE OR, AT SUCH TIMES AS AUDITORS ARE REQUIRED BY
SARBANES-OXLEY TO DELIVER AN ATTESTATION REPORT AS TO BORROWER