REPRESENTATIONS AND WARRANTIES OF BORROWING SUBSIDIARIES. Each Borrowing Subsidiary shall be deemed by the execution and delivery of its Election to Participate to have represented and warranted as follows:
(a) It is duly organized, validly existing and in good standing (or its equivalent under local law) under the laws of the jurisdiction of its organization.
(b) The execution and delivery by it of its Election to Participate, its Notes, and any Letter of Credit Reimbursement Agreement to which it is a party, and the performance by it of this Agreement, its Notes, and Letter of Credit Reimbursement Agreement to which it is a party, are within its powers, have been duly authorized by all necessary action, and do not contravene (i) its constituent documents or (ii) law or any material contractual restriction binding on such Borrowing Subsidiary.
(c) This Agreement constitutes a legal, valid and binding agreement of such Borrowing Subsidiary, and its Notes, and any Letter of Credit Reimbursement Agreement to which it is a party, when executed and delivered in accordance with this Agreement, will constitute legal, valid and binding obligations of such Borrowing Subsidiary, enforceable against such Borrowing Subsidiary in accordance with their respective terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and to general principles of equity.
REPRESENTATIONS AND WARRANTIES OF BORROWING SUBSIDIARIES. By its execution and delivery of its Election to Participate, each Borrowing Subsidiary severally represents and warrants to each Bank as to itself as follows:
REPRESENTATIONS AND WARRANTIES OF BORROWING SUBSIDIARIES. Each Foreign Borrowing Subsidiary organized under the laws of a jurisdiction outside the United Kingdom represents and warrants to the Bank as provided in this Article V-A (except for Sections 5A.2.2), each Foreign Borrowing Subsidiary organized under the laws of the United Kingdom or a political subdivision within the United Kingdom represents and warrants to the Bank as provided in this Article V-A (except for Section 5A.
2. 1) and each Domestic Borrowing Subsidiary represents and warrants to the Bank as provided in Sections 5A.1, 5A.2.1, 5A.3, 5A.6, 5A.7 and 5A.8 of this Article V-A that:
REPRESENTATIONS AND WARRANTIES OF BORROWING SUBSIDIARIES. 35 6.1 Corporate Existence and Standing 35 6.2 Authorization and Validity 36 6.3 No Conflict; Government Consent 36
REPRESENTATIONS AND WARRANTIES OF BORROWING SUBSIDIARIES. Each Borrowing Subsidiary represents and warrants to the Lenders that:
REPRESENTATIONS AND WARRANTIES OF BORROWING SUBSIDIARIES. Each Borrowing Subsidiary shall be deemed by the execution and delivery of its Election to Participate to have represented and warranted as of the date thereof that:
(a) It is duly organized, validly existing and in good standing (or its equivalent under local law) under the laws of the jurisdiction of its organization.
(b) The execution and delivery by it of its Election to Participate and in its Notes and the performance by it of this Agreement and its Notes are within its powers, have been duly authorized by all necessary action, and do not contravene (i) its constituent documents or (ii) law or any contractual restriction binding on or affecting such Borrowing Subsidiary.
(c) This Agreement constitutes a legal, valid and binding agreement of such Borrowing Subsidiary, and its Notes, when executed and delivered in accordance with this Agreement, will constitute legal, valid and binding obligations of such Borrowing Subsidiary, enforceable against such Borrowing Subsidiary in accordance with their respective terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and to general principles of equity.
REPRESENTATIONS AND WARRANTIES OF BORROWING SUBSIDIARIES. Each Foreign Borrowing Subsidiary organized under the laws of a jurisdiction outside the United Kingdom represents and warrants to the Agent and each of the Lenders as provided in this Article V-A (except for Sections 5A.2.2), each Foreign Borrowing Subsidiary organized under the laws of the United Kingdom or a political subdivision within the United Kingdom represents and warrants to the Agent and each of the Lenders as provided in this Article V-A (except for Section 5A.
2.1) and each Domestic Borrowing Subsidiary represents and warrants to the Agent and each of the Lenders as provided in Sections 5A.1, 5A.2.1, 5A.3, 5A.6, 5A.7 and 5A.8 of this Article V-A that:
REPRESENTATIONS AND WARRANTIES OF BORROWING SUBSIDIARIES. By its execution and delivery of this Agreement as a Borrowing Subsidiary or by execution and delivery of its Election to Participate, each Borrowing Subsidiary severally represents and warrants to each Bank as to itself as follows:
REPRESENTATIONS AND WARRANTIES OF BORROWING SUBSIDIARIES. 57 Section 10.1. Corporate Organization and Authority..................................................57
REPRESENTATIONS AND WARRANTIES OF BORROWING SUBSIDIARIES. 67 Section 10.1. Corporate Organization and Authority 67 Section 10.2. Corporate Authority and Validity of Obligations 67 SECTION 11. CONDITIONS PRECEDENT 67 Section 11.1. Initial Borrowing 67 Section 11.2. All Credit Events 70 Section 11.3. First Borrowing by Each Borrowing Subsidiaries 71 Section 11.4. Additional Conditions to Credit Events other than Refunding Borrowing 72 SECTION 12. COVENANTS 72 Section 12.1. Corporate Existence; Subsidiaries 72 Section 12.2. Maintenance 72 Section 12.3. Taxes 72 Section 12.4. ERISA 73 Section 12.5. Insurance 73 Section 12.6. Financial Reports and Other Information 73 Section 12.7. Bank Inspection Rights 76 Section 12.8. Conduct of Business 76 Section 12.9. Liens 76 Section 12.10. Use of Proceeds; Regulation U 79 Section 12.11. Sales and Leasebacks 79 Section 12.12. Mergers, Consolidations and sales of Assets 79 Section 12.13. Use of Property and Facilities; Environmental and Health and Safety Laws 81 Section 12.14. Investments, Acquisitions, Loans, Advances and Guaranties 81 Section 12.15. Leverage Ratios 83 Section 12.16. Fixed Charge Coverage Ratio 84 Section 12.17. Consolidated Net Worth 85 Section 12.18. Dividends and Other Restricted Payments 85 Section 12.19. Company as Domestic Operation 86 Section 12.20. Indebtedness 87 Section 12.21. Consolidated Capital Expenditures 87 Section 12.22. No Restrictions on Subsidiary Distributions 87 Section 12.23. Transactions with Affiliates 87 Section 12.24. Compliance with Laws 88 Section 12.25. Subordinated Indebtedness 88 Section 12.26. No changes in Fiscal Year 88 SECTION 13. EVENTS OF DEFAULT AND REMEDIES 88 Section 13.1. Events of Default 88 Section 13.2. Non-Bankruptcy Defaults 91 -iii-
