notice and on the date of such Borrowing or issuance or renewal
such statements are true):
(A)
THE REPRESENTATIONS AND WARRANTIES CONTAINED IN EACH LOAN DOCUMENT
ARE CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF SUCH DATE, BEFORE AND AFTER
GIVING EFFECT TO SUCH BORROWING OR ISSUANCE OR RENEWAL AND TO THE APPLICATION OF
THE PROCEEDS THEREFROM, AS THOUGH MADE ON AND AS OF SUCH DATE, OTHER THAN ANY
SUCH REPRESENTATIONS OR WARRANTIES THAT, BY THEIR TERMS, REFER TO A SPECIFIC
DATE OTHER THAN THE DATE OF SUCH BORROWING OR ISSUANCE OR RENEWAL, IN WHICH
CASE, AS OF SUCH SPECIFIC DATE; AND
(B)
NO EVENT HAS OCCURRED AND IS CONTINUING, OR WOULD RESULT FROM SUCH
BORROWING OR ISSUANCE OR RENEWAL OR FROM THE APPLICATION OF THE PROCEEDS
THEREFROM, THAT CONSTITUTES A DEFAULT.
SECTION 3.03.
Determinations Under Section 3.01.
For purposes of determining
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 Administrative 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 and such Lender
Party shall not have made available to the Administrative Agent such Lender
Party's ratable portion of such Borrowing.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
SECTION 4.01.
Representations and Warranties of Each Borrower.
Each Borrower
represents and warrants as follows:
(A)
LOAN PARTIES - DUE ORGANIZATION AND FORMATION; GOOD STANDING;
CORPORATE, COMPANY AND PARTNERSHIP POWER AND AUTHORITY; CAPITAL STOCK.
EACH
LOAN PARTY (I) IS DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER
THE LAWS OF THE JURISDICTION OF ITS ORGANIZATION, (II) IS DULY QUALIFIED AND IN
GOOD STANDING AS A FOREIGN ENTITY 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 BE SO QUALIFIED OR IN GOOD
STANDING HAS NOT HAD OR WOULD NOT REASONABLY BE LIKELY TO HAVE A MATERIAL
ADVERSE EFFECT AND (III) HAS ALL REQUISITE POWER AND AUTHORITY (INCLUDING,
WITHOUT LIMITATION, ALL MATERIAL GOVERNMENTAL LICENSES, PERMITS AND OTHER
APPROVALS) TO OWN OR LEASE AND OPERATE ITS PROPERTIES AND TO CARRY ON ITS
BUSINESS AS NOW
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CONDUCTED AND AS PROPOSED TO BE CONDUCTED.
ALL OF THE OUTSTANDING CAPITAL STOCK
OF THE U.S. BORROWER HAS BEEN VALIDLY ISSUED AND IS FULLY PAID AND
NON-ASSESSABLE AND, AS OF THE CLOSING DATE, IS OWNED IN THE AMOUNTS SPECIFIED ON
SCHEDULE 4.01(A).
ALL OF THE OUTSTANDING CAPITAL STOCK OF THE U.S. BORROWER
THAT IS OWNED BY THE INVESTOR GROUP IS OWNED FREE AND CLEAR OF ALL LIENS.
(B)
LOAN PARTIES' SUBSIDIARIES - DUE ORGANIZATION AND FORMATION; GOOD
STANDING;