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 CREDIT EXTENSION OR FROM THE APPLICATION OF THE PROCEEDS THEREOF.
(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.
Each Request for Credit Extension (other than a Revolving Loan Notice requesting
only a conversion of Revolving Loans to the other Type or a continuation of
Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a
representation and warranty that (a) the conditions specified in
Sections 4.02(a) and (b) have been satisfied on and as of the date of the
applicable Credit Extension and (b) the proposed Credit Extension is permitted
to be made pursuant to Section 4.06 of the Senior Note Indenture.
ARTICLE V.
REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants to the Administrative Agent and the Lenders
that:
5.01
EXISTENCE, QUALIFICATION AND POWER; COMPLIANCE WITH
LAWS. EACH LOAN PARTY (A) 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, (B) HAS ALL
REQUISITE POWER AND AUTHORITY AND ALL REQUISITE GOVERNMENTAL LICENSES,
AUTHORIZATIONS, CONSENTS AND APPROVALS TO (I) OWN 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, (C) IS DULY QUALIFIED AND IS LICENSED AND 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, AND (D) IS IN COMPLIANCE WITH ALL LAWS; EXCEPT IN EACH
CASE REFERRED TO IN
60
CLAUSE (B)(I), (C) OR (D), TO THE EXTENT THAT FAILURE TO DO SO COULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
5.02
AUTHORIZATION; NO CONTRAVENTION. THE EXECUTION,
DELIVERY AND PERFORMANCE BY EACH LOAN PARTY OF EACH LOAN DOCUMENT TO WHICH SUCH
PERSON IS PARTY, HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE OR OTHER
ORGANIZATIONAL ACTION, AND DO NOT AND WILL NOT (A) CONTRAVENE THE TERMS OF ANY
OF SUCH PERSON'S ORGANIZATION DOCUMENTS; (B) CONFLICT WITH OR RESULT IN ANY
BREACH OR CONTRAVENTION OF, OR THE CREATION OF ANY LIEN UNDER, (I) ANY
CONTRACTUAL OBLIGATION TO WHICH SUCH PERSON IS A PARTY OR (II) ANY ORDER,
INJUNCTION, WRIT OR DECREE OF ANY GOVERNMENTAL AUTHORITY OR ANY ARBITRAL AWARD
TO WHICH SUCH PERSON OR ITS PROPERTY IS SUBJECT; OR (C) VIOLATE ANY LAW.
5.03
GOVERNMENTAL AUTHORIZATION; OTHER CONSENTS. NO
APPROVAL, CONSENT, EXEMPTION, AUTHORIZATION, OR OTHER ACTION BY, OR NOTICE TO,
OR FILING WITH, ANY GOVERNMENTAL AUTHORITY OR ANY OTHER PERSON IS NECESSARY OR
REQUIRED IN CONNECTION WITH THE EXECUTION, DELIVERY OR PERFORMANCE BY, OR
ENFORCEMENT AGAINST, ANY LOAN PARTY OF THIS AGREEMENT OR ANY