DAYS PRIOR TO THE EXTENSION DATE, AND NO EXTENSION
OF THE COMMITMENTS PURSUANT TO THIS SECTION 2.24 SHALL BE LEGALLY BINDING ON ANY
PARTY HERETO UNLESS AND UNTIL SUCH EXTENSION AGREEMENT IS SO EXECUTED AND
DELIVERED BY LENDERS HAVING AT LEAST 51% OF THE AGGREGATE AMOUNT OF THE
COMMITMENTS.
(B)
IF ANY LENDER REJECTS, OR IS DEEMED TO HAVE REJECTED, THE
BORROWER'S PROPOSAL TO EXTEND ITS COMMITMENT (I) THIS AGREEMENT SHALL TERMINATE
ON THE MATURITY DATE WITH RESPECT TO SUCH LENDER, (II) THE BORROWER SHALL PAY TO
SUCH LENDER ON THE MATURITY DATE ANY AMOUNTS DUE AND PAYABLE TO SUCH LENDER ON
SUCH DATE AND (III) THE BORROWER MAY, IF IT SO ELECTS, DESIGNATE A PERSON NOT
THERETOFORE A LENDER AND REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT TO
BECOME A LENDER, OR AGREE WITH AN EXISTING LENDER THAT SUCH LENDER'S COMMITMENT
SHALL BE INCREASED, PROVIDED THAT THE AGGREGATE AMOUNT OF THE COMMITMENTS
FOLLOWING ANY DESIGNATION OR AGREEMENT MAY NOT EXCEED THE AGGREGATE AMOUNT OF
THE COMMITMENTS AS IN EFFECT IMMEDIATELY PRIOR TO THE RELEVANT REQUEST.
UPON
EXECUTION AND DELIVERY BY THE BORROWER AND SUCH REPLACEMENT LENDER OR OTHER
PERSON OF AN INSTRUMENT OF ASSUMPTION IN FORM AND AMOUNT REASONABLY SATISFACTORY
TO THE ADMINISTRATIVE AGENT AND EXECUTION AND DELIVERY OF THE EXTENSION
AGREEMENT PURSUANT TO SECTION 2.24(A), SUCH EXISTING LENDER SHALL HAVE A
COMMITMENT AS THEREIN SET FORTH OR SUCH OTHER PERSON SHALL BECOME A LENDER WITH
A COMMITMENT AS THEREIN SET FORTH AND ALL THE RIGHTS AND OBLIGATIONS OF A LENDER
WITH SUCH A COMMITMENT HEREUNDER.
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(C)
THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY THE LENDERS AND THE
COMPANY OF THE EFFECTIVENESS OF EACH EXTENSION OF THE COMMITMENTS PURSUANT TO
THIS SECTION 2.24.
(D)
IF, BY REASON OF THE OPERATION OF THIS SECTION 2.24, THE MATURITY
DATE OF ANY LENDER (A "TERMINATING LENDER") OCCURS PRIOR TO THE MATURITY DATE OF
ANY OTHER LENDER, THEN (I) UPON SUCH EARLIER MATURITY DATE, THE PARTICIPATIONS
OF THE TERMINATING LENDER IN ALL THEN OUTSTANDING LETTERS OF CREDIT SHALL BE
REALLOCATED AMONG THE OTHER LENDERS AND/OR CASH COLLATERALIZED IN THE SAME
MANNER AS CONTEMPLATED BY SECTION 2.23(B) AND (II) SUBJECT TO IMPLEMENTATION OF
CLAUSE (I), THE PARTICIPATION OF THE TERMINATING LENDER IN EACH THEN OUTSTANDING
LETTER OF CREDIT SHALL TERMINATE.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
The Company and each Original Subsidiary Borrower represents and warrants as of
the Effective Date (and as of each subsequent date required under Section 4.02)
to the Administrative Agent and the Lenders that:
SECTION 3.01.
ORGANIZATION; POWERS.
IT AND EACH SIGNIFICANT SUBSIDIARY (A)
IS DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE
JURISDICTION OF ITS ORGANIZATION, (B) HAS ALL REQUISITE POWER AND AUTHORITY TO
OWN ITS PROPERTY AND ASSETS AND TO CARRY ON ITS BUSINESS AS NOW CONDUCTED AND AS
PROPOSED TO BE CONDUCTED, EXCEPT WHERE THE FAILURE TO HAVE SUCH POWER AND
AUTHORITY COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE
EFFECT, (C) IS QUALIFIED TO DO BUSINESS IN EVERY