OR SHALL WAIVE ITS RIGHT TO FURTHER PAYMENTS UNDER SECTION 2.20 IN
RESPECT OF SUCH CIRCUMSTANCES OR EVENT OR SHALL CONSENT TO THE PROPOSED
AMENDMENT, WAIVER, CONSENT OR OTHER MODIFICATION, AS THE CASE MAY BE, THEN SUCH
LENDER SHALL NOT THEREAFTER BE REQUIRED TO MAKE ANY SUCH TRANSFER AND ASSIGNMENT
HEREUNDER. EACH LENDER HEREBY GRANTS TO THE ADMINISTRATIVE AGENT AN IRREVOCABLE
POWER OF ATTORNEY (WHICH POWER IS COUPLED WITH AN INTEREST) TO EXECUTE AND
DELIVER, ON BEHALF OF SUCH LENDER AS ASSIGNOR, ANY ASSIGNMENT AND ACCEPTANCE
NECESSARY TO EFFECTUATE ANY ASSIGNMENT OF SUCH LENDER'S INTERESTS HEREUNDER IN
THE CIRCUMSTANCES CONTEMPLATED BY THIS SECTION 2.21(A).
(B)
IF (I) ANY LENDER SHALL REQUEST COMPENSATION UNDER SECTION 2.14, (II) ANY
LENDER DELIVERS A NOTICE DESCRIBED IN SECTION 2.15 OR (III) THE BORROWER IS
REQUIRED TO PAY ANY ADDITIONAL AMOUNT TO ANY LENDER OR ANY GOVERNMENTAL
AUTHORITY ON ACCOUNT OF ANY LENDER, PURSUANT TO SECTION 2.20, THEN SUCH LENDER
SHALL USE REASONABLE EFFORTS (WHICH SHALL NOT REQUIRE SUCH LENDER TO INCUR AN
UNREIMBURSED LOSS OR UNREIMBURSED COST OR EXPENSE OR OTHERWISE TAKE ANY ACTION
INCONSISTENT WITH ITS INTERNAL POLICIES OR LEGAL OR REGULATORY RESTRICTIONS OR
SUFFER ANY DISADVANTAGE OR BURDEN DEEMED BY IT TO BE
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SIGNIFICANT) (X) TO FILE ANY CERTIFICATE OR DOCUMENT REASONABLY REQUESTED IN
WRITING BY THE BORROWER OR (Y) TO ASSIGN ITS RIGHTS AND DELEGATE AND TRANSFER
ITS OBLIGATIONS HEREUNDER TO ANOTHER OF ITS OFFICES, BRANCHES OR AFFILIATES, IF
SUCH FILING OR ASSIGNMENT WOULD REDUCE ITS CLAIMS FOR COMPENSATION UNDER
SECTION 2.14 OR ENABLE IT TO WITHDRAW ITS NOTICE PURSUANT TO SECTION 2.15 OR
WOULD REDUCE AMOUNTS PAYABLE PURSUANT TO SECTION 2.20, AS THE CASE MAY BE, IN
THE FUTURE. THE BORROWER HEREBY AGREES TO PAY ALL REASONABLE COSTS AND EXPENSES
INCURRED BY ANY LENDER IN CONNECTION WITH ANY SUCH FILING OR ASSIGNMENT,
DELEGATION AND TRANSFER.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants to the Administrative Agent, the Collateral
Agent and each of the Lenders that:
SECTION 3.01. ORGANIZATION; POWERS. THE BORROWER AND EACH OF THE SUBSIDIARIES
(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, (C) IS QUALIFIED TO DO BUSINESS IN, AND IS IN GOOD
STANDING IN, EVERY JURISDICTION WHERE SUCH QUALIFICATION IS REQUIRED, EXCEPT
WHERE THE FAILURE SO TO QUALIFY COULD NOT REASONABLY BE EXPECTED TO RESULT IN A
MATERIAL ADVERSE EFFECT, AND (D) HAS THE POWER AND AUTHORITY TO EXECUTE, DELIVER
AND PERFORM ITS OBLIGATIONS UNDER EACH OF THE LOAN DOCUMENTS AND EACH OTHER
AGREEMENT OR INSTRUMENT CONTEMPLATED THEREBY TO WHICH IT IS OR WILL BE A PARTY
AND, IN THE CASE OF THE BORROWER, TO BORROW HEREUNDER.
SECTION 3.02. AUTHORIZATION. THE TRANSACTIONS (A) HAVE BEEN DULY AUTHORIZED BY
ALL REQUISITE CORPORATE AND, IF REQUIRED, STOCKHOLDER ACTION AND (B) WILL NOT
(I) VIOLATE (A)