LOCAL CURRENCY ADDENDUM EXECUTED BY SUCH BORROWING SUBSIDIARY, THE
COMPANY, THE AGENT, THE APPLICABLE LOCAL CURRENCY AGENT AND THE LOCAL CURRENCY
BANKS PARTY THERETO PROVIDING FOR A LOCAL CURRENCY FACILITY MAXIMUM BORROWING
AMOUNT AT LEAST EQUAL TO SUCH INITIAL LOCAL CURRENCY BORROWING.
(C)
SUCH OTHER DOCUMENTS THAT THE APPLICABLE LOCAL CURRENCY AGENT SHALL
REASONABLY REQUEST.
ARTICLE IV
REPRESENTATION AND WARRANTIES
SECTION 4.01. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. THE COMPANY
REPRESENTS AND WARRANTS TO THE BANKS, THE ISSUING BANKS AND THE AGENT AS
FOLLOWS:
(A)
THE COMPANY IS A CORPORATION DULY INCORPORATED, VALIDLY EXISTING AND IN
GOOD STANDING UNDER THE LAWS OF THE STATE OF DELAWARE.
(B)
THE EXECUTION, DELIVERY AND PERFORMANCE BY THE COMPANY OF THIS AGREEMENT,
ITS NOTES, EACH LETTER OF CREDIT REIMBURSEMENT AGREEMENT TO WHICH IT IS A PARTY
AND EACH LOCAL CURRENCY ADDENDUM ARE WITHIN THE COMPANY'S CORPORATE POWERS, HAVE
BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION, AND DO NOT CONTRAVENE
(I) THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION OR BY-LAWS OR (II) LAW
OR ANY MATERIAL CONTRACTUAL RESTRICTION BINDING ON THE COMPANY.
(C)
NO AUTHORIZATION OR APPROVAL OR OTHER ACTION BY, AND NO NOTICE TO OR FILING
WITH, ANY GOVERNMENTAL AUTHORITY OR REGULATORY BODY IS REQUIRED FOR THE DUE
EXECUTION, DELIVERY AND PERFORMANCE BY THE COMPANY OF THIS AGREEMENT, THE NOTES,
ANY LETTER OF CREDIT REIMBURSEMENT AGREEMENT TO WHICH IT IS A PARTY, OR ANY
LOCAL CURRENCY ADDENDUM, EXCEPT ANY SUCH APPROVALS, NOTICES, ACTIONS OR FILINGS
WHICH HAVE ALREADY BEEN MADE, OBTAINED OR GIVEN.
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(D)
THIS AGREEMENT AND THE COMPANY'S NOTES ARE, AND ANY LETTER OF CREDIT
REIMBURSEMENT AGREEMENT TO WHICH IT IS A PARTY AND ANY LOCAL CURRENCY ADDENDUM
WHEN DELIVERED HEREUNDER WILL BE, LEGAL, VALID AND BINDING OBLIGATIONS OF THE
COMPANY ENFORCEABLE AGAINST THE COMPANY IN ACCORDANCE WITH THEIR RESPECTIVE
TERMS, SUBJECT TO ANY APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION,
MORATORIUM OR SIMILAR LAWS AFFECTING CREDITORS' RIGHTS GENERALLY AND TO GENERAL
PRINCIPLES OF EQUITY.
(E)
THE CONSOLIDATED BALANCE SHEET OF THE COMPANY AND ITS CONSOLIDATED
SUBSIDIARIES AS OF DECEMBER 31, 2005 AND MARCH 31, 2006, AND THE RELATED
STATEMENTS OF INCOME, CASH FLOWS AND SHAREHOLDERS' EQUITY OF THE COMPANY AND ITS
CONSOLIDATED SUBSIDIARIES FOR THE FISCAL YEAR OR FISCAL QUARTER THEN ENDED,
COPIES OF WHICH HAVE BEEN FURNISHED TO EACH BANK, FAIRLY PRESENT IN ALL MATERIAL
RESPECTS THE FINANCIAL CONDITION OF THE COMPANY AND ITS CONSOLIDATED
SUBSIDIARIES AS AT SUCH DATE AND THE CONSOLIDATED RESULTS OF THE OPERATIONS OF
THE COMPANY AND ITS CONSOLIDATED SUBSIDIARIES FOR THE PERIOD ENDED ON SUCH DATE,
ALL IN ACCORDANCE WITH GAAP CONSISTENTLY APPLIED (SUBJECT TO YEAR-END AUDIT
ADJUSTMENTS AND THE ABSENCE OF FOOTNOTES IN THE CASE OF QUARTERLY FINANCIAL
STATEMENTS).
(F)
THERE ARE NO PENDING ACTIONS, SUITS OR PROCEEDINGS AGAINST THE COMPANY OR
ANY OF ITS SUBSIDIARIES BEFORE ANY COURT OR ARBITRATOR OR ANY GOVERNMENTAL BODY,
AGENCY OR OFFICIAL, IN WHICH THERE IS (IN THE BEST JUDGMENT OF THE COMPANY) A
REASONABLE POSSIBILITY OF AN ADVERSE DECISION WHICH WOULD AFFECT (I) THE
BUSINESS, CONSOLIDATED FINANCIAL POSITION OR