AS AGENTS MAY REASONABLY
REQUEST.
5.2
ALL LOANS, LETTERS OF CREDIT AND BANKERS'
ACCEPTANCES.
THE OBLIGATION OF EACH LENDER TO MAKE ANY LOAN TO BE MADE BY IT
HEREUNDER OR TO ISSUE OR PARTICIPATE IN ANY LETTER OF CREDIT OR TO ACCEPT AND
PURCHASE ANY BANKERS' ACCEPTANCE IS SUBJECT TO (A) THE ACCURACY, IN ALL MATERIAL
RESPECTS, ON THE DATE OF SUCH LOAN OR SUCH LETTER OF CREDIT ISSUANCE OR SUCH
BANKERS' ACCEPTANCE ACCEPTANCE AND PURCHASE OF ALL REPRESENTATIONS AND
WARRANTIES OF EACH OBLIGOR CONTAINED IN THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS; (B) THE APPLICABLE AGENT SHALL HAVE RECEIVED THE FOLLOWING, ALL OF
WHICH SHALL BE DULY EXECUTED AND IN PROPER FORM: (1) A REQUEST FOR EXTENSION OF
CREDIT AS TO A LOAN, LETTER OF CREDIT OR BANKERS' ACCEPTANCE, AS THE CASE MAY
BE, BY THE TIME AND ON THE BUSINESS DAY SPECIFIED UNDER SECTION 4.4 HEREOF, (2)
IN THE CASE OF A LETTER OF CREDIT, AN APPLICATION, AND (3) SUCH OTHER DOCUMENTS
AS THE APPLICABLE AGENT MAY REASONABLY
67
REQUIRE; (C) PRIOR TO THE MAKING OF SUCH LOAN OR THE ISSUANCE OF SUCH LETTER OF
CREDIT OR THE ACCEPTANCE AND PURCHASE OF SUCH BANKERS' ACCEPTANCE, THERE SHALL
HAVE OCCURRED NO EVENT WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT; (D) NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING; (E) IN THE CASE OF A U.S. REVOLVING LOAN, ALL SWING LOANS THEN
OUTSTANDING SHALL HAVE BEEN PAID OR SHALL BE PAID WITH THE PROCEEDS OF SUCH U.S.
REVOLVING LOAN; AND (F) THE MAKING OF SUCH LOAN OR THE ISSUANCE OF SUCH LETTER
OF CREDIT OR THE ACCEPTANCE AND PURCHASE OF SUCH BANKERS' ACCEPTANCE SHALL NOT
BE ILLEGAL OR PROHIBITED BY ANY APPLICABLE LEGAL REQUIREMENT.
ANY AGENT MAY
CONDITION ANY LOAN HEREUNDER OR THE ISSUANCE OF ANY LETTER OF
CREDIT HEREUNDER
OR THE ACCEPTANCE AND PURCHASE OF ANY BANKERS' ACCEPTANCE HEREUNDER UPON SUCH
CONFIRMATION AS SUCH AGENT MAY REASONABLY REQUIRE REGARDING THE THEN CURRENT
OUTSTANDING BALANCES OF THE LOANS, LETTERS OR CREDIT, BANKERS' ACCEPTANCE AND
COMMITMENTS UNDER THE ADMINISTRATION OF ANY OTHER AGENT.
THE SUBMISSION BY ANY
BORROWER OF A REQUEST FOR EXTENSION OF CREDIT SHALL BE DEEMED TO BE A
REPRESENTATION AND WARRANTY THAT THE CONDITIONS PRECEDENT TO THE APPLICABLE LOAN
OR LETTER OF CREDIT OR BANKERS' ACCEPTANCE HAVE BEEN SATISFIED.
6.
REPRESENTATIONS AND WARRANTIES.
To induce Agents, the Issuers and the Lenders to enter into this Agreement and
to make the Loans and issue or participate in the Letters of Credit and accept
and purchase Bankers' Acceptances, each Borrower represents and warrants (such
representations and warranties to survive any investigation and the making of
the Loans and the issuance of any Letters of Credit and the acceptance and
purchase of any Bankers' Acceptances) to the Lenders, Issuers and Agents as
follows:
6.1
ORGANIZATION.
EACH OBLIGOR (OTHER THAN U.K.
BORROWER AND SINGAPORE BORROWER) IS DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD
STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS ORGANIZATION.