SHALL HAVE RECEIVED A REQUEST FOR CREDIT EXTENSION IN
ACCORDANCE WITH THE REQUIREMENTS HEREOF.
Each Request for Credit Extension (other than a Committed Loan Notice requesting
only a conversion of 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 the conditions specified in Sections 4.02(a) and (b) have been
satisfied or waived 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 the Lenders
that:
5.01
EXISTENCE, QUALIFICATION AND POWER.
EACH OF THE BORROWER AND ITS
RESTRICTED SUBSIDIARIES (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, CORPORATE OR OTHER
ORGANIZATIONAL 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 CONSUMMATE THE TRANSACTIONS 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 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 IT IS A 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, OR REQUIRE ANY PAYMENT TO
BE MADE UNDER (I) ANY CONTRACTUAL OBLIGATION TO WHICH SUCH PERSON IS A PARTY OR
AFFECTING SUCH PERSON OR THE PROPERTIES OF SUCH PERSON 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, EXCEPT,
IN EACH CASE REFERRED TO IN CLAUSES (B) AND (C), TO THE EXTENT THAT SUCH
CONFLICT,
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BREACH, LIEN, PAYMENT OR VIOLATION COULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
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 (A) THE EXECUTION, DELIVERY OR PERFORMANCE BY, OR ENFORCEMENT
AGAINST, ANY LOAN PARTY OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT TO WHICH IT
IS A PARTY, FOR THE CONSUMMATION OF THE TRANSACTIONS OR FOR THE CREDIT