IN
RESPECT OF SUCH CIRCUMSTANCES OR EVENT
33
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 RESPECT OF 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 SIGNIFICANT) (X) TO FILE
ANY CERTIFICATE OR DOCUMENT REASONABLY REQUESTED 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 OUT-OF-POCKET COSTS AND EXPENSES INCURRED BY ANY LENDER IN
CONNECTION WITH ANY SUCH FILING OR ASSIGNMENT, DELEGATION AND TRANSFER.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Each Loan Party represents and warrants (it being understood that for purposes
of the representations and warranties made in the Loan Documents on the Closing
Date, such representations and warranties shall be construed as though the
Transactions have been consummated) to the Administrative Agent and each of the
Lenders that:
SECTION 3.01.
ORGANIZATION; POWERS.
THE PARENT, THE BORROWER AND EACH
OF ITS SUBSIDIARIES (A) IS DULY ORGANIZED OR FORMED, 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 ITS
OWNERSHIP, LEASE OR OPERATION OF PROPERTIES OR THE CONDUCT OF ITS BUSINESS
REQUIRES SUCH QUALIFICATION, EXCEPT WHERE THE FAILURE TO SO QUALIFY OR BE IN
GOOD STANDING, INDIVIDUALLY OR IN THE AGGREGATE, COULD NOT REASONABLY BE
EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT, AND (D) HAS THE REQUISITE POWER
AND AUTHORITY TO EXECUTE, DELIVER AND PERFORM ITS OBLIGATIONS UNDER EACH OF THE
LOAN DOCUMENTS AND EACH OTHER AGREEMENT