each document or other matter
required thereunder to be consented to or approved by or acceptable or
satisfactory to a Lender unless the Administrative Agent shall have received
notice from such Lender prior to the proposed Closing Date specifying its
objection thereto.
54
4.02
CONDITIONS TO ALL CREDIT EXTENSIONS.
THE
OBLIGATION OF EACH LENDER TO HONOR ANY REQUEST FOR CREDIT EXTENSION (OTHER THAN
A COMMITTED LOAN NOTICE REQUESTING ONLY A CONVERSION OF COMMITTED LOANS TO THE
OTHER TYPE, OR A CONTINUATION OF EURODOLLAR RATE LOANS) IS SUBJECT TO THE
SATISFACTION OF EACH OF THE FOLLOWING CONDITIONS PRECEDENT:
(A)
THE REPRESENTATIONS AND WARRANTIES OF THE
BORROWER AND EACH OTHER LOAN PARTY CONTAINED IN ARTICLE V OR ANY OTHER LOAN
DOCUMENT, OR WHICH ARE CONTAINED IN ANY DOCUMENT FURNISHED AT ANY TIME UNDER OR
IN CONNECTION HEREWITH OR THEREWITH, SHALL BE TRUE AND CORRECT IN ALL MATERIAL
RESPECTS ON AND AS OF THE DATE OF SUCH CREDIT EXTENSION, EXCEPT TO THE EXTENT
THAT SUCH REPRESENTATIONS AND WARRANTIES SPECIFICALLY REFER TO AN EARLIER DATE,
IN WHICH CASE THEY SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF SUCH
EARLIER DATE, AND EXCEPT THAT FOR PURPOSES OF THIS SECTION 4.02, THE
REPRESENTATIONS AND WARRANTIES CONTAINED IN SUBSECTIONS (A) AND (B) OF
SECTION 5.05 SHALL BE DEEMED TO REFER TO THE MOST RECENT STATEMENTS FURNISHED
PURSUANT TO CLAUSES (A) AND (B), RESPECTIVELY, OF SECTION 6.01.
(B)
NO DEFAULT SHALL EXIST, OR WOULD RESULT FROM
SUCH PROPOSED CREDIT EXTENSION OR FROM THE APPLICATION OF THE PROCEEDS THEREOF.
(C)
THE ADMINISTRATIVE AGENT AND, IF
APPLICABLE, THE L/C ISSUER SHALL HAVE RECEIVED A REQUEST FOR CREDIT EXTENSION IN
ACCORDANCE WITH THE REQUIREMENTS HEREOF.
(D)
IF TOTAL OUTSTANDINGS ARE IN EXCESS OF
$650,000,000, SUCH PROPOSED CREDIT EXTENSION WOULD BE PERMITTED UNDER
SECTION 4.05 OF THE INDENTURE.
Each Request for Credit Extension (other than a Committed Loan Notice requesting
only a conversion of Committed Loans to the other Type or a continuation of
Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a
representation and warranty that the conditions specified in Sections 4.02(a)
and (b) have been satisfied on and as of the date of the applicable Credit
Extension.
ARTICLE V.
REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants to the Administrative Agent and the Lenders
that:
5.01
EXISTENCE, QUALIFICATION AND POWER; COMPLIANCE
WITH LAWS.
EACH LOAN PARTY AND EACH SUBSIDIARY THEREOF (A) IS DULY ORGANIZED OR
FORMED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE JURISDICTION
OF ITS INCORPORATION OR ORGANIZATION, (B) HAS ALL REQUISITE POWER AND AUTHORITY
AND ALL REQUISITE GOVERNMENTAL LICENSES, AUTHORIZATIONS, CONSENTS AND APPROVALS
TO (I) OWN ITS ASSETS AND CARRY ON ITS BUSINESS AND (II) EXECUTE, DELIVER AND
PERFORM ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS TO WHICH IT IS A PARTY, (C) IS
DULY QUALIFIED AND IS LICENSED AND IN GOOD STANDING UNDER THE LAWS OF EACH
JURISDICTION WHERE ITS OWNERSHIP, LEASE OR OPERATION OF PROPERTIES OR THE
CONDUCT OF ITS BUSINESS REQUIRES SUCH QUALIFICATION OR