WARRANTIES OF THE BORROWERS CONTAINED IN
ARTICLE V AND ANY OTHER LOAN DOCUMENT, AND WHICH ARE CONTAINED IN ANY DOCUMENT
FURNISHED AT ANY TIME UNDER OR IN CONNECTION HEREWITH OR THEREWITH, SHALL, AFTER
TAKING INTO ACCOUNT ANY MATERIALITY OR OTHER QUALIFICATION CONTAINED THEREIN, BE
TRUE AND CORRECT ON AND AS OF THE DATE OF SUCH BORROWING, EXCEPT TO THE EXTENT
THAT SUCH REPRESENTATIONS AND WARRANTIES SPECIFICALLY REFER TO AN EARLIER DATE,
IN WHICH CASE THEY SHALL BE TRUE AND CORRECT 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
BORROWING OR FROM THE APPLICATION OF THE PROCEEDS THEREOF.
(C)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A CURRENT BORROWING
BASE REPORT DATED WITHIN THREE (3) BUSINESS DAYS OF THE DRAWDOWN DATE OF SUCH
LOAN OR SUCH MORE RECENT BORROWING BASE REPORT AS THE ADMINISTRATIVE AGENT OR
ANY LENDER SHALL REASONABLY REQUEST.
(D)
IN THE EVENT THAT AN ASSET TO BE PURCHASED WITH THE PROCEEDS OF A
BORROWING MADE ON THE DATE OF THE BORROWING IS TO BE INCLUDED IN THE BORROWING
BASE AS OF THE DATE OF THE BORROWING, THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED EVIDENCE REASONABLY SATISFACTORY TO IT THAT THE CONDITIONS REFERRED TO
IN CLAUSES (I), (II) AND (III) OF SECTION 2.01, AS APPLICABLE, HAVE BEEN
SATISFIED.
(E)
THE ADMINISTRATIVE AGENT AND, IF APPLICABLE, THE SWINGLINE LENDER
SHALL HAVE RECEIVED A REQUEST FOR BORROWING IN ACCORDANCE WITH THE REQUIREMENTS
HEREOF.
50
Each Request for Borrowing (other than a Revolving Loan Notice requesting only a
conversion of Revolving Loans to the other Type or a continuation of Fixed
Period Eurodollar Loans) submitted by the Borrowers shall be deemed to be a
representation and warranty that the conditions specified in Sections 4.02(a)
and 4.02(b) have been satisfied on and as of the date of the applicable
Borrowing.
ARTICLE V.
REPRESENTATIONS AND WARRANTIES
The Borrowers represent and warrant to the Administrative Agent and the Lenders
that:
5.01
EXISTENCE, QUALIFICATION AND POWER.
EACH BORROWER (A) IS DULY
ORGANIZED OR FORMED, VALIDLY EXISTING AND, AS APPLICABLE, 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 OR LEASE 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, AND (C) IS DULY QUALIFIED AND IS LICENSED
AND, AS APPLICABLE, 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 LICENSE; EXCEPT IN EACH CASE REFERRED TO IN
CLAUSE (B)(I) OR (C), TO THE EXTENT THAT FAILURE TO DO