ACTIONS TAKEN
OR OMITTED TO BE TAKEN BY ANY OF THEM WHILE IT WAS ACTING AS ADMINISTRATIVE
AGENT.
SECTION 9.07.
CREDIT DECISIONS BY LENDERS.
EACH LENDER ACKNOWLEDGES THAT IT
HAS, INDEPENDENTLY AND WITHOUT RELIANCE UPON THE ADMINISTRATIVE AGENT OR ANY
OTHER LENDER AND BASED ON SUCH DOCUMENTS AND INFORMATION AS IT HAS DEEMED
APPROPRIATE, MADE ITS OWN CREDIT ANALYSIS AND DECISION TO ENTER INTO THIS
AGREEMENT.
EACH LENDER ALSO ACKNOWLEDGES THAT IT WILL, INDEPENDENTLY AND
WITHOUT RELIANCE UPON THE ADMINISTRATIVE AGENT OR ANY OTHER LENDER AND BASED ON
SUCH DOCUMENTS AND INFORMATION AS IT SHALL FROM TIME TO TIME DEEM APPROPRIATE,
CONTINUE TO MAKE ITS OWN DECISIONS IN TAKING OR NOT TAKING ACTION UNDER OR BASED
UPON THE LOAN DOCUMENTS, ANY RELATED AGREEMENT OR ANY DOCUMENT FURNISHED
HEREUNDER OR THEREUNDER.
SECTION 9.08.
ADMINISTRATIVE AGENT'S FEE.
THE COMPANY AGREES TO PAY TO THE
ADMINISTRATIVE AGENT, FOR ITS OWN ACCOUNT, FEES PAYABLE IN THE AMOUNTS AND AT
THE TIMES SEPARATELY AGREED UPON BETWEEN THE COMPANY AND THE ADMINISTRATIVE
AGENT.
SECTION 9.09.
OTHER AGENTS.
NOTHING IN THE LOAN DOCUMENTS SHALL IMPOSE ON
ANY AGENT OTHER THAN THE ADMINISTRATIVE AGENT, IN ITS CAPACITY AS AN AGENT, ANY
OBLIGATION OR LIABILITY WHATSOEVER.
72
ARTICLE 10
REPRESENTATIONS AND WARRANTIES OF ELIGIBLE SUBSIDIARIES
Each Eligible 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:
SECTION 10.01.
ORGANIZATION; POWERS.
SUCH ELIGIBLE SUBSIDIARY
(A)
IS DULY
ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE
JURISDICTION OF ITS ORGANIZATION, (B) HAS THE POWER AND AUTHORITY TO EXECUTE,
DELIVER AND PERFORM ITS OBLIGATIONS HEREUNDER AND UNDER EACH OTHER AGREEMENT OR
INSTRUMENT CONTEMPLATED THEREBY TO WHICH IT IS OR WILL BE A PARTY AND TO BORROW
HEREUNDER AND (C)
IS A WHOLLY-OWNED CONSOLIDATED SUBSIDIARY.
SECTION 10.02.
AUTHORIZATION.
THE TRANSACTIONS AND THE EXECUTION AND DELIVERY
BY SUCH ELIGIBLE SUBSIDIARY OF ITS ELECTION TO PARTICIPATE AND THE PERFORMANCE
BY SUCH ELIGIBLE SUBSIDIARY OF THIS AGREEMENT, (A) HAVE BEEN DULY AUTHORIZED BY
ALL REQUISITE CORPORATE, PARTNERSHIP, LIMITED LIABILITY COMPANY OR ANALOGOUS
AND, IF REQUIRED, STOCKHOLDER, PARTNER, MEMBER OR ANALOGOUS ACTION AND (B) WILL
NOT (I) MATERIALLY VIOLATE ANY PROVISION OF LAW, STATUTE, RULE OR REGULATION, OR
OF THE CERTIFICATE OR ARTICLES OF INCORPORATION OR OTHER CONSTITUTIVE DOCUMENTS
OR BY-LAWS OF SUCH ELIGIBLE SUBSIDIARY, (II) MATERIALLY VIOLATE ANY ORDER OF ANY
GOVERNMENTAL AUTHORITY OR (III) MATERIALLY VIOLATE ANY PROVISION OF ANY MATERIAL
INDENTURE, AGREEMENT OR OTHER INSTRUMENT TO WHICH SUCH ELIGIBLE SUBSIDIARY IS A
PARTY OR BY WHICH ANY OF THEM OR ANY OF THEIR PROPERTY IS OR MAY BE BOUND, (IV)
BE IN MATERIAL CONFLICT WITH, RESULT IN A BREACH OF OR CONSTITUTE (ALONE OR WITH
NOTICE OR LAPSE OF TIME OR BOTH) A MATERIAL DEFAULT UNDER ANY SUCH INDENTURE,
AGREEMENT OR OTHER INSTRUMENT OR (V) RESULT IN THE CREATION OR IMPOSITION OF ANY
LIEN UPON ANY PROPERTY OR ASSETS OF SUCH ELIGIBLE SUBSIDIARY (OTHER THAN UNDER
ANY LOAN DOCUMENT).
SECTION 10.03.
ENFORCEABILITY.
ITS