First Data 2007 Annual Report Download - page 321

7.1. No Default; Representations and Warranties. At the time of each Credit Event and also after giving effect thereto (other than any Credit
Event on the Original Closing Date) (a) no Default or Event of Default shall have occurred and be continuing and (b) all representations and warranties made
by any Credit Party contained herein or in the other Credit Documents shall be true and correct in all material respects with the same effect as though such
representations and warranties had been made on and as of the date of such Credit Event (except where such representations and warranties expressly relate to
an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date).
7.2. Notice of Borrowing; Letter of Credit Request.
(a) Prior to the making of each Term Loan, the Administrative Agent shall have received a Notice of Borrowing (whether in writing or by
telephone) meeting the requirements of Section 2.3.
(b) Prior to the making of each Revolving Credit Loan (other than any Revolving Credit Loan made pursuant to Section 3.4(a)) and each
Swingline Loan, the Administrative Agent shall have received a Notice of Borrowing (whether in writing or by telephone) meeting the requirements of
Section 2.3.
(c) Prior to the issuance of each Letter of Credit, the Administrative Agent and the Letter of Credit Issuer shall have received a Letter of Credit
Request meeting the requirements of Section 3.2(a).
The acceptance of the benefits of each Credit Event shall constitute a representation and warranty by each Credit Party to each of the Lenders that
all the applicable conditions specified in Section 7 above have been satisfied as of that time.
SECTION 8. Representations, Warranties and Agreements
In order to induce the Lenders to enter into this Agreement, to make the Loans and issue or participate in Letters of Credit as provided for herein,
the Borrower makes (on the Original Closing Date and on each other date as required or otherwise set forth in this Agreement) the following representations
and warranties to, and agreements with, the Lenders, all of which shall survive the execution and delivery of this Agreement and the making of the Loans and
the issuance of the Letters of Credit (it being understood that the following representations and warranties shall be deemed made with respect to any Foreign
Subsidiary only to the extent relevant under applicable law):
8.1. Corporate Status. The Borrower and each Material Subsidiary (a) is a duly organized and validly existing corporation or other entity in good
standing under the laws of the jurisdiction of its organization and has the corporate or other organizational power and authority to own its property and assets
and to transact the business in which it is engaged and (b) has duly qualified and is authorized to do business and is in good standing (if applicable) in all
jurisdictions where it is required to be so qualified, except where the failure to be so qualified could not reasonably be expected to result in a Material Adverse
Effect.
8.2. Corporate Power and Authority. Each Credit Party has the corporate or other organizational power and authority to execute, deliver and carry
out the terms and provisions of the Credit Documents to which it is a party and has taken all necessary
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