BUSINESS DAY FOLLOWING
RECEIPT BY SUCH LENDER OR THE ADMINISTRATIVE AGENT (AS THE CASE MAY BE) OF ANY
SUM ADJUDGED TO BE SO DUE IN SUCH OTHER CURRENCY SUCH LENDER OR THE
ADMINISTRATIVE AGENT (AS THE CASE MAY BE) MAY IN ACCORDANCE WITH NORMAL,
REASONABLE BANKING PROCEDURES PURCHASE THE SPECIFIED CURRENCY WITH SUCH OTHER
CURRENCY.
IF THE AMOUNT OF THE SPECIFIED CURRENCY SO PURCHASED IS LESS THAN THE
SUM ORIGINALLY DUE TO SUCH LENDER OR THE ADMINISTRATIVE AGENT, AS THE CASE MAY
BE, IN THE SPECIFIED CURRENCY, THE BORROWER AGREES, TO THE FULLEST EXTENT THAT
IT MAY EFFECTIVELY DO SO, AS A SEPARATE OBLIGATION AND
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NOTWITHSTANDING ANY SUCH JUDGMENT, TO INDEMNIFY SUCH LENDER OR THE
ADMINISTRATIVE AGENT, AS THE CASE MAY BE, AGAINST SUCH LOSS, AND IF THE AMOUNT
OF THE SPECIFIED CURRENCY SO PURCHASED EXCEEDS (A) THE SUM ORIGINALLY DUE TO ANY
LENDER OR THE ADMINISTRATIVE AGENT, AS THE CASE MAY BE, IN THE SPECIFIED
CURRENCY AND (B) ANY AMOUNTS SHARED WITH OTHER LENDERS AS A RESULT OF
ALLOCATIONS OF SUCH EXCESS AS A DISPROPORTIONATE PAYMENT TO SUCH LENDER UNDER
SECTION 2.18, SUCH LENDER OR THE ADMINISTRATIVE AGENT, AS THE CASE MAY BE,
AGREES TO REMIT SUCH EXCESS TO THE BORROWER.
SECTION 2.23.
SENIOR DEBT.
THE BORROWER HEREBY DESIGNATES ALL SECURED
OBLIGATIONS NOW OR HEREINAFTER INCURRED OR OTHERWISE OUTSTANDING, AND AGREES
THAT THE SECURED OBLIGATIONS SHALL AT ALL TIMES CONSTITUTE, SENIOR INDEBTEDNESS
AND DESIGNATED SENIOR INDEBTEDNESS, OR TERMS OF SIMILAR IMPORT, WHICH ARE
ENTITLED TO THE BENEFITS OF THE SUBORDINATION PROVISIONS OF ALL SUBORDINATED
INDEBTEDNESS.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants to the Lenders that:
SECTION 3.01.
ORGANIZATION; POWERS; SUBSIDIARIES.
EACH OF THE BORROWER AND ITS
SUBSIDIARIES IS DULY ORGANIZED, VALIDLY EXISTING AND 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.
SCHEDULE 3.01 HERETO (AS SUPPLEMENTED FROM TIME TO TIME) IDENTIFIES
EACH SUBSIDIARY, NOTING WHETHER SUCH SUBSIDIARY IS A MATERIAL DOMESTIC
SUBSIDIARY OR A MATERIAL FOREIGN SUBSIDIARY, THE JURISDICTION OF ITS
INCORPORATION OR ORGANIZATION, AS THE CASE MAY BE, THE PERCENTAGE OF ISSUED AND
OUTSTANDING SHARES OF EACH CLASS OF ITS CAPITAL STOCK OR OTHER EQUITY INTERESTS
OWNED BY THE BORROWER AND THE OTHER SUBSIDIARIES AND, IF SUCH PERCENTAGE IS NOT
100% (EXCLUDING DIRECTORS' QUALIFYING SHARES AS REQUIRED BY LAW), A DESCRIPTION
OF EACH CLASS ISSUED AND OUTSTANDING.
ALL OF THE OUTSTANDING SHARES OF CAPITAL
STOCK AND OTHER EQUITY INTERESTS OF EACH SUBSIDIARY ARE VALIDLY ISSUED AND
OUTSTANDING AND FULLY PAID AND NONASSESSABLE AND ALL SUCH SHARES AND OTHER
EQUITY INTERESTS INDICATED ON SCHEDULE 3.01 AS OWNED BY THE BORROWER OR ANOTHER
SUBSIDIARY ARE OWNED, BENEFICIALLY AND OF RECORD, BY THE