Revolving Letter of
Credit on the occasion of each request therefor by the Borrower shall in each
case be subject to the satisfaction of the following conditions:
(A)
RECEIPT BY THE AGENT OF A NOTICE OF
BORROWING (EXCEPT IN THE CASE OF THE DEEMED ISSUANCE OF REVOLVING LETTERS OF
CREDIT PURSUANT TO THE SECOND SENTENCE OF SECTION 2.03(A)) OR A NOTICE OF
ISSUANCE AS REQUIRED BY SECTION 2.02 OR 2.03, AS THE CASE MAY BE;
(B)
THE FACT THAT, IMMEDIATELY AFTER SUCH
EXTENSION OF CREDIT, AFTER GIVING EFFECT TO ALL DIRECT AND INDIRECT APPLICATIONS
OF THE PROCEEDS OF SUCH EXTENSION OF CREDIT MADE SUBSTANTIALLY SIMULTANEOUSLY
WITH THE EXTENSION THEREOF, THE AGGREGATE TOTAL OUTSTANDINGS OF ANY REVOLVING
CREDIT LOAN BANK WILL NOT EXCEED ITS REVOLVING CREDIT LOAN COMMITMENT;
(C)
THE FACT THAT THE MAKING OF THE BORROWINGS,
THE CONTINUATION OF CERTAIN LOANS AND THE ISSUANCE OF, AND THE REVOLVING L/C
DRAWINGS AND THE REVOLVING LETTERS OF CREDIT UNDER THIS AGREEMENT ARE PERMITTED
UNDER THE TERMS OF THE DEBT OF THE BORROWER OUTSTANDING AS OF THE DATE OF THE
MAKING OF SUCH LOAN OR THE ISSUANCE OF, AND THE REVOLVING L/C DRAWINGS UNDER
SUCH REVOLVING LETTER OF CREDIT;
(D)
THE FACT THAT, IMMEDIATELY BEFORE AND AFTER
SUCH EXTENSION OF CREDIT, NO DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING; AND
(E)
THE FACT THAT THE REPRESENTATIONS AND
WARRANTIES OF THE OBLIGORS CONTAINED IN THE FINANCING DOCUMENTS (EXCEPT (I) IN
THE CASE OF A REFUNDING BORROWING, THE REPRESENTATIONS AND WARRANTIES SET FORTH
IN SECTION 4.05(B) AND 4.06 AS TO ANY MATTER WHICH HAS HERETOFORE BEEN DISCLOSED
IN WRITING BY THE BORROWER TO THE BANK PARTIES AND (II) IN THE CASE OF THE
REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 4.16 WHICH SHALL BE TRUE ON
AND AS OF THE DATE HEREOF) SHALL BE TRUE ON AND AS OF THE DATE OF SUCH EXTENSION
OF CREDIT.
Each Extension of Credit hereunder shall be deemed to be a representation and
warranty by the Borrower on the date of such Extension of Credit as to the facts
specified in clauses (b) through (e) of this Section.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants that:
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Section 4.01
Corporate Existence and Power.
Each Loan Party is a corporation (or limited liability company, as applicable)
duly incorporated (or formed, as applicable), validly existing and in good
standing under the laws of the jurisdiction of its incorporation (or formation)
and has all corporate or other organizational powers and all material
governmental licenses, authorizations, consents and approvals required to carry
on its business as now conducted.
Section 4.02
Corporate and Governmental Authorization and Filings; No
Contravention.
(A)
THE EXECUTION, DELIVERY AND PERFORMANCE BY
EACH LOAN PARTY OF THE FINANCING DOCUMENTS TO WHICH IT IS A PARTY ARE WITHIN
SUCH LOAN PARTY'S CORPORATE OR OTHER ORGANIZATIONAL POWERS, HAVE BEEN DULY
AUTHORIZED BY ALL NECESSARY CORPORATE OR OTHER ORGANIZATIONAL ACTION, REQUIRE NO
ACTION BY OR IN RESPECT OF, OR FILING WITH, ANY GOVERNMENTAL BODY, AGENCY OR
OFFICIAL (OTHER THAN