SUCH AN EVENT, SUCH LENDER SHALL, WITH RESPECT TO COMPENSATION
PAYABLE PURSUANT TO THIS SECTION IN RESPECT OF ANY COSTS RESULTING FROM SUCH
EVENT, ONLY BE ENTITLED TO PAYMENT UNDER THIS SECTION FOR COSTS INCURRED FROM
AND AFTER THE DATE 45 DAYS PRIOR TO THE DATE THAT SUCH LENDER DOES GIVE SUCH
NOTICE AND (II) EACH LENDER WILL DESIGNATE A DIFFERENT APPLICABLE LENDING
OFFICE, IF, IN THE JUDGMENT OF SUCH LENDER, SUCH DESIGNATION WILL AVOID THE NEED
FOR, OR REDUCE THE AMOUNT OF, SUCH COMPENSATION AND WILL NOT BE OTHERWISE
DISADVANTAGEOUS TO SUCH LENDER.
SECTION 2.20. REDENOMINATION OF CERTAIN ALTERNATIVE CURRENCIES.
(A) EACH
OBLIGATION OF ANY PARTY TO THIS AGREEMENT TO MAKE A PAYMENT DENOMINATED IN THE
NATIONAL CURRENCY UNIT OF ANY MEMBER STATE OF THE EUROPEAN UNION THAT ADOPTS THE
EURO AS ITS LAWFUL CURRENCY AFTER THE CLOSING DATE SHALL BE REDENOMINATED INTO
EURO AT THE TIME OF SUCH ADOPTION (IN ACCORDANCE WITH THE EMU LEGISLATION).
IF,
IN RELATION TO THE CURRENCY OF ANY SUCH MEMBER STATE, THE BASIS OF ACCRUAL OF
INTEREST EXPRESSED IN THIS
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AGREEMENT IN RESPECT OF THAT CURRENCY SHALL BE INCONSISTENT WITH ANY CONVENTION
OR PRACTICE IN THE LONDON INTERBANK MARKET FOR THE BASIS OF ACCRUAL OF INTEREST
IN RESPECT OF THE EURO, SUCH EXPRESSED BASIS SHALL BE REPLACED BY SUCH
CONVENTION OR PRACTICE WITH EFFECT FROM THE DATE ON WHICH SUCH MEMBER STATE
ADOPTS THE EURO AS ITS LAWFUL CURRENCY; PROVIDED THAT IF ANY BORROWING IN THE
CURRENCY OF SUCH MEMBER STATE IS OUTSTANDING IMMEDIATELY PRIOR TO SUCH DATE,
SUCH REPLACEMENT SHALL TAKE EFFECT, WITH RESPECT TO SUCH BORROWING, AT THE END
OF THE THEN CURRENT INTEREST PERIOD.
(B)
EACH PROVISION OF THIS AGREEMENT SHALL BE SUBJECT TO SUCH REASONABLE
CHANGES OF CONSTRUCTION AS THE LONDON AGENT (IN CONSULTATION WITH THE COMPANY)
MAY FROM TIME TO TIME SPECIFY TO BE APPROPRIATE TO REFLECT THE ADOPTION OF THE
EURO BY ANY MEMBER STATE OF THE EUROPEAN UNION AND ANY RELEVANT MARKET
CONVENTIONS OR PRACTICES RELATING TO THE EURO.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Each Borrower represents and warrants to the Lenders that:
SECTION 3.01. ORGANIZATION; POWERS.
EACH BORROWER AND EACH MATERIAL SUBSIDIARY
IS DULY ORGANIZED, VALIDLY EXISTING AND (TO THE EXTENT THE CONCEPT IS APPLICABLE
IN ITS JURISDICTION OF ORGANIZATION) IN GOOD STANDING UNDER THE LAWS OF THE
JURISDICTION OF ITS ORGANIZATION, HAS ALL REQUISITE POWER AND AUTHORITY TO CARRY
ON ITS BUSINESS AS NOW CONDUCTED AND, EXCEPT WHERE THE FAILURE TO DO SO,
INDIVIDUALLY OR IN THE AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO RESULT IN
A MATERIAL ADVERSE EFFECT, IS QUALIFIED TO DO BUSINESS IN, AND IS IN GOOD
STANDING IN, EVERY JURISDICTION WHERE SUCH QUALIFICATION IS REQUIRED.
SECTION 3.02. AUTHORIZATION; ENFORCEABILITY.
THE TRANSACTIONS TO BE ENTERED
INTO BY EACH CREDIT PARTY WILL BE, WHEN ENTERED INTO AND AT ALL TIMES
THEREAFTER, WITHIN SUCH CREDIT PARTY'S CORPORATE OR OTHER ORGANIZATIONAL POWERS
AND WILL HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE OR OTHER
ORGANIZATIONAL AND, IF REQUIRED, STOCKHOLDER OR OTHER EQUITY