SUCH REPRESENTATIONS AND
WARRANTIES SPECIFICALLY REFER TO AN EARLIER DATE, IN WHICH CASE THEY SHALL BE
TRUE AND CORRECT IN SUCH RESPECTS 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 CREDIT
EXTENSION OR 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.
(D)
IF THE APPLICABLE BORROWER IS A DESIGNATED BORROWER (OTHER THAN
THE INITIAL DESIGNATED BORROWER), THEN THE CONDITIONS OF SECTION 2.14(B) TO THE
DESIGNATION OF SUCH BORROWER AS A DESIGNATED BORROWER SHALL HAVE BEEN MET TO THE
SATISFACTION OF THE ADMINISTRATIVE AGENT.
(E)
IN THE CASE OF A CREDIT EXTENSION TO BE DENOMINATED IN EUROS,
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 EUROS) OR THE L/C ISSUER
(IN THE CASE OF ANY LETTER OF CREDIT TO BE DENOMINATED IN EUROS) WOULD MAKE IT
IMPRACTICABLE FOR SUCH CREDIT EXTENSION TO BE DENOMINATED IN EUROS.
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 Loans) submitted by a Borrower shall be deemed to be a
representation and warranty by such Borrower 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.
59
ARTICLE V.
REPRESENTATIONS AND WARRANTIES
Except as otherwise provided in Section 5.20, each Borrower represents and
warrants to the Administrative Agent and the Lenders that:
5.01
EXISTENCE, QUALIFICATION AND POWER; COMPLIANCE WITH LAWS.
EACH LOAN
PARTY AND EACH SUBSIDIARY THEREOF (A) IS DULY ORGANIZED OR FORMED, VALIDLY
EXISTING AND IN GOOD STANDING (TO THE EXTENT SUCH CONCEPT IS APPLICABLE TO SUCH
ENTITY) 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 CLAUSE (B)(I), (C) OR (D), TO THE EXTENT THAT FAILURE TO DO