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.
(B)
NO DEFAULT OR EVENT OF DEFAULT SHALL EXIST
OR SHALL RESULT FROM SUCH CREDIT EXTENSION.
(C)
THE ADMINISTRATIVE AGENT AND, IF
APPLICABLE, THE L/C ISSUER OR THE SWING LINE LENDER SHALL HAVE RECEIVED A
REQUEST FOR CREDIT EXTENSION IN ACCORDANCE WITH THE REQUIREMENTS HEREOF.
(D)
IN THE CASE OF A CREDIT EXTENSION TO BE
DENOMINATED IN AN ALTERNATIVE CURRENCY, THERE SHALL NOT HAVE OCCURRED ANY CHANGE
IN NATIONAL OR INTERNATIONAL FINANCIAL, POLITICAL OR ECONOMIC CONDITIONS OR
CURRENCY EXCHANGE RATES OR EXCHANGE CONTROLS WHICH IN THE REASONABLE OPINION OF
THE ADMINISTRATIVE AGENT, THE REQUIRED LENDERS (IN THE CASE OF ANY LOANS TO BE
DENOMINATED IN AN ALTERNATIVE CURRENCY) WOULD MAKE IT IMPRACTICABLE FOR SUCH
CREDIT EXTENSION TO BE DENOMINATED IN THE RELEVANT ALTERNATIVE CURRENCY.
Each Request for Credit Extension (other than a Committed Loan Notice requesting
only a conversion of Committed Loans to the other Type or a continuation of
Eurocurrency Rate Committed Loans) submitted by the Borrower shall be deemed to
be a representation and warranty that the conditions specified in Sections
4.02(a) and (b) have been satisfied on and as of the date of the applicable
Credit Extension.
ARTICLE V
REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants to the Administrative Agent and each Lender
that:
5.01
ORGANIZATION, ETC.
THE BORROWER AND EACH OF ITS
SUBSIDIARIES IS A CORPORATION, PARTNERSHIP OR LIMITED LIABILITY COMPANY DULY
ORGANIZED OR FORMED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE
JURISDICTION OF ITS INCORPORATION OR ORGANIZATION, IS DULY QUALIFIED TO DO
BUSINESS AND IS IN GOOD STANDING IN EACH JURISDICTION WHERE THE NATURE OF ITS
BUSINESS REQUIRES SUCH QUALIFICATION, EXCEPT WHERE THE FAILURE TO SO QUALIFY
WILL NOT HAVE A MATERIAL ADVERSE EFFECT, AND HAS FULL POWER AND AUTHORITY AND
HOLDS ALL REQUISITE GOVERNMENTAL LICENSES, PERMITS AND OTHER APPROVALS TO ENTER
INTO AND PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT, THE NOTES AND EACH OTHER
LOAN DOCUMENT TO WHICH IT IS A PARTY AND TO OWN OR HOLD UNDER LEASE ITS PROPERTY
AND TO CONDUCT ITS BUSINESS SUBSTANTIALLY AS CURRENTLY CONDUCTED BY IT.
5.02
DUE AUTHORIZATION, NON-CONTRAVENTION ETC.
THE
EXECUTION, DELIVERY AND PERFORMANCE BY THE BORROWER OF THIS AGREEMENT, THE NOTES
AND EACH OTHER LOAN DOCUMENT EXECUTED OR TO BE EXECUTED BY IT, ARE WITHIN THE
BORROWER'S CORPORATE POWERS, HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY
CORPORATE ACTION, AND DO NOT
(I)
CONTRAVENE THE BORROWER'S ORGANIC
DOCUMENTS;
(II)
CONTRAVENE ANY CONTRACTUAL RESTRICTION,
LAW OR GOVERNMENTAL REGULATION OR COURT DECREE OR ORDER BINDING ON OR AFFECTING
THE BORROWER AND ITS SUBSIDIARIES; OR
(III)
RESULT IN, OR REQUIRE THE CREATION OR
IMPOSITION OF, ANY LIEN ON ANY OF THE BORROWER'S PROPERTIES.
5.03
GOVERNMENT APPROVAL REGULATION, ETC.
NO
AUTHORIZATION OR APPROVAL OR OTHER ACTION BY, AND NO NOTICE TO OR FILING WITH,
ANY GOVERNMENTAL AUTHORITY OR REGULATORY BODY OR OTHER PERSON IS REQUIRED FOR
THE DUE EXECUTION,