REQUIRED TO MAKE ANY CREDIT EXTENSION
UNLESS ON THE APPLICABLE CREDIT EXTENSION DATE:
4.2.1
THERE EXISTS NO DEFAULT OR UNMATURED DEFAULT.
4.2.2
THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE V ARE TRUE AND
CORRECT IN ALL MATERIAL RESPECTS AS OF SUCH CREDIT EXTENSION DATE EXCEPT TO THE
EXTENT ANY SUCH REPRESENTATION OR WARRANTY IS STATED TO RELATE SOLELY TO AN
EARLIER DATE, IN WHICH CASE SUCH REPRESENTATION OR WARRANTY SHALL HAVE BEEN TRUE
AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF SUCH EARLIER DATE.
Each Borrowing Notice, request for issuance of a Facility LC or Swing Line
Borrowing Notice, as the case may be, or request for issuance of a Facility LC,
with respect to each such Credit Extension shall constitute a representation and
warranty by the Borrower that the conditions contained in Sections 4.2.1 and
4.2.2 have been satisfied.
44
ARTICLE V
REPRESENTATIONS AND WARRANTIES
Each of the Parent and the Borrower represents and warrants to each Lender and
the Agent as of each of (i) the Restatement Effective Date, (ii) the date of the
initial Credit Extension hereunder (if different from the Restatement Effective
Date) and (iii) each date as required by Section 4.2:
5.1.
EXISTENCE AND STANDING.
EACH OF THE PARENT AND ITS SUBSIDIARIES
(I) IS A CORPORATION, PARTNERSHIP (IN THE CASE OF SUBSIDIARIES OTHER THAN THE
BORROWER ONLY) OR LIMITED LIABILITY COMPANY DULY INCORPORATED OR ORGANIZED, AS
THE CASE MAY BE, VALIDLY EXISTING AND (TO THE EXTENT SUCH CONCEPT APPLIES TO
SUCH ENTITY) IN GOOD STANDING UNDER THE LAWS OF ITS JURISDICTION OF
INCORPORATION OR ORGANIZATION, (II) HAS ALL REQUISITE CORPORATE, PARTNERSHIP OR
LIMITED LIABILITY COMPANY POWER AND AUTHORITY, AS THE CASE MAY BE, TO OWN,
OPERATE AND ENCUMBER ITS PROPERTY AND (III) IS QUALIFIED TO DO BUSINESS AND IS
IN GOOD STANDING (TO THE EXTENT SUCH CONCEPT APPLIES TO SUCH ENTITY) IN ALL
JURISDICTIONS WHERE THE NATURE OF THE BUSINESS CONDUCTED BY IT MAKES SUCH
QUALIFICATION NECESSARY AND WHERE FAILURE TO SO QUALIFY WOULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
5.2.
AUTHORIZATION AND VALIDITY.
EACH CREDIT PARTY HAS THE REQUISITE
CORPORATE, PARTNERSHIP OR LIMITED LIABILITY COMPANY, AS THE CASE MAY BE, POWER
AND AUTHORITY AND LEGAL RIGHT TO EXECUTE AND DELIVER THE LOAN DOCUMENTS TO WHICH
IT IS A PARTY AND TO PERFORM ITS OBLIGATIONS THEREUNDER.
THE EXECUTION AND
DELIVERY BY EACH CREDIT PARTY OF THE LOAN DOCUMENTS TO WHICH IT IS A PARTY AND
THE PERFORMANCE OF ITS OBLIGATIONS THEREUNDER HAVE BEEN DULY AUTHORIZED BY
REQUISITE CORPORATE, PARTNERSHIP OR LIMITED LIABILITY COMPANY, AS THE CASE MAY
BE, PROCEEDINGS, AND THE LOAN DOCUMENTS TO WHICH EACH CREDIT PARTY IS A PARTY
CONSTITUTE LEGAL, VALID AND BINDING OBLIGATIONS OF SUCH CREDIT PARTY ENFORCEABLE
AGAINST SUCH CREDIT PARTY IN ACCORDANCE WITH THEIR TERMS, EXCEPT AS
ENFORCEABILITY MAY BE LIMITED BY (I) BANKRUPTCY, INSOLVENCY, FRAUDULENT
CONVEYANCES, REORGANIZATION OR SIMILAR LAWS RELATING TO OR AFFECTING THE
ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY; (II) GENERAL EQUITABLE PRINCIPLES
(WHETHER CONSIDERED IN A PROCEEDING IN EQUITY OR