the Issuing
49
Lenders to issue or extend any Letter of Credit are subject to the satisfaction
of the following conditions precedent on the relevant borrowing, issuance or
extension date:
(A)
CONTINUATION OF REPRESENTATIONS AND WARRANTIES.
THE
REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI SHALL BE TRUE AND CORRECT
ON AND AS OF THE DATE OF SUCH BORROWING, ISSUANCE OR EXTENSION WITH THE SAME
EFFECT AS IF MADE ON AND AS OF SUCH DATE, EXCEPT FOR ANY REPRESENTATION AND
WARRANTY MADE AS OF AN EARLIER DATE, WHICH REPRESENTATION AND WARRANTY SHALL
REMAIN TRUE AND CORRECT AS OF SUCH EARLIER DATE.
(B)
NO EXISTING DEFAULT.
NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE
OCCURRED AND BE CONTINUING (I) ON THE DATE OF SUCH BORROWING WITH RESPECT TO
SUCH LOAN OR AFTER GIVING EFFECT TO THE LOANS TO BE MADE ON SUCH DATE OR (II) ON
THE DATE OF SUCH ISSUANCE OR EXTENSION WITH RESPECT TO SUCH LETTER OF CREDIT OR
AFTER GIVING EFFECT TO THE ISSUANCE OR EXTENSION OF SUCH LETTER OF CREDIT ON
SUCH DATE.
(C)
NOTICES.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A NOTICE OF
BORROWING, NOTICE OF COMPETITIVE BID BORROWING OR NOTICE OF
CONVERSION/CONTINUATION, AS APPLICABLE, FROM THE BORROWERS IN ACCORDANCE WITH
SECTION 2.3(A), SECTION 2.4(F) OR SECTION 4.2, AS APPLICABLE.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF THE BORROWERS
SECTION 6.1
Representations and Warranties.
To induce the
Administrative Agent and Lenders to enter into this Agreement and to induce the
Lenders to make Extensions of Credit, the Borrowers hereby represent and warrant
to the Administrative Agent and Lenders both before and after giving effect to
the transactions contemplated hereunder that:
(A)
ORGANIZATION; POWER AND AUTHORITY.
EACH OF THE COMPANY AND EACH
OF ITS SUBSIDIARIES IS A CORPORATION DULY ORGANIZED, VALIDLY EXISTING AND IN
GOOD STANDING UNDER THE LAWS OF ITS JURISDICTION OF INCORPORATION, AND IS DULY
QUALIFIED AS A FOREIGN CORPORATION AND IS IN GOOD STANDING IN EACH JURISDICTION
IN WHICH SUCH QUALIFICATION IS REQUIRED BY LAW, OTHER THAN THOSE JURISDICTIONS
AS TO WHICH THE FAILURE TO BE SO QUALIFIED OR IN GOOD STANDING WOULD NOT,
INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
EACH OF THE COMPANY AND EACH OF ITS SUBSIDIARIES HAS THE
CORPORATE POWER AND AUTHORITY TO OWN OR HOLD UNDER LEASE THE PROPERTIES IT
PURPORTS TO OWN OR HOLD UNDER LEASE, TO TRANSACT THE BUSINESS IT TRANSACTS AND
PROPOSES TO TRANSACT, TO EXECUTE AND DELIVER THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS TO WHICH IT IS A PARTY AND TO PERFORM THE PROVISIONS HEREOF AND
THEREOF.
(B)
OWNERSHIP.
EACH SUBSIDIARY OF THE COMPANY AS OF THE CLOSING DATE
IS LISTED ON SCHEDULE 6.1(B).
ALL OUTSTANDING SHARES OF THE SUBSIDIARIES HAVE
BEEN DULY AUTHORIZED AND VALIDLY ISSUED AND ARE FULLY PAID AND NONASSESSABLE,
WITH NO PERSONAL LIABILITY ATTACHING TO THE OWNERSHIP THEREOF, AND NOT SUBJECT
TO ANY PREEMPTIVE OR SIMILAR RIGHTS, EXCEPT AS DESCRIBED IN SCHEDULE 6.1(B).
THE SHAREHOLDERS OF EACH SUBSIDIARY OF THE COMPANY AND THE NUMBER