MAXIMUM PRINCIPAL AMOUNT OF THE
[APPLICABLE] COMMITMENT [OF THE LENDER TO WHOM SUCH NOTE IS ISSUED] OR [THE
ASSIGNEE LENDER].
3.
REPRESENTATIONS, WARRANTIES AND
COVENANTS
3.1.
ASSIGNEE LENDER'S REPRESENTATIONS, WARRANTIES
AND COVENANTS.
ASSIGNEE LENDER HEREBY REPRESENTS, WARRANTS, AND COVENANTS THE
FOLLOWING TO ASSIGNOR LENDER AND AGENT:
(A)
THIS AGREEMENT IS A LEGAL, VALID, AND
BINDING AGREEMENT OF ASSIGNEE LENDER, ENFORCEABLE ACCORDING TO ITS TERMS;
(B)
THE EXECUTION AND PERFORMANCE BY ASSIGNEE
LENDER OF ITS DUTIES AND OBLIGATIONS UNDER THIS AGREEMENT AND THE LOAN DOCUMENTS
WILL NOT REQUIRE ANY REGISTRATION WITH, NOTICE TO, OR CONSENT OR APPROVAL BY ANY
GOVERNMENTAL AUTHORITY;
(C)
ASSIGNEE LENDER IS FAMILIAR WITH
TRANSACTIONS OF THE KIND AND SCOPE REFLECTED IN THE LOAN DOCUMENTS AND IN THIS
AGREEMENT;
(D)
ASSIGNEE LENDER HAS MADE ITS OWN INDEPENDENT
INVESTIGATION AND APPRAISAL OF THE FINANCIAL CONDITION AND AFFAIRS OF EACH
CREDIT PARTY, HAS CONDUCTED ITS OWN EVALUATION OF THE LOANS AND L/C OBLIGATIONS,
THE LOAN DOCUMENTS AND EACH CREDIT PARTY'S CREDITWORTHINESS, HAS MADE ITS
DECISION TO BECOME A LENDER TO BORROWERS UNDER THE CREDIT AGREEMENT
INDEPENDENTLY AND WITHOUT RELIANCE UPON ASSIGNOR LENDER OR AGENT, AND WILL
CONTINUE TO DO SO;
(E)
ASSIGNEE LENDER IS ENTERING INTO THIS
AGREEMENT IN THE ORDINARY COURSE OF ITS BUSINESS, AND IS ACQUIRING ITS INTEREST
IN THE LOANS AND L/C OBLIGATIONS FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO OR
FOR SALE IN CONNECTION WITH ANY SUBSEQUENT DISTRIBUTION; PROVIDED, HOWEVER, THAT
AT ALL TIMES THE DISTRIBUTION OF ASSIGNEE LENDER'S PROPERTY SHALL, SUBJECT TO
THE TERMS OF THE CREDIT AGREEMENT, BE AND REMAIN WITHIN ITS CONTROL;
(F)
NO FUTURE ASSIGNMENT OR PARTICIPATION
GRANTED BY ASSIGNEE LENDER PURSUANT TO SECTION 11.6 OF THE CREDIT AGREEMENT WILL
REQUIRE ASSIGNOR LENDER,
3
AGENT, OR BORROWERS TO FILE ANY REGISTRATION STATEMENT WITH THE SECURITIES AND
EXCHANGE COMMISSION OR TO APPLY TO QUALIFY UNDER THE BLUE SKY LAWS OF ANY STATE;
(G)
ASSIGNEE LENDER HAS NO LOANS TO, WRITTEN OR
ORAL AGREEMENTS WITH, OR EQUITY OR OTHER OWNERSHIP INTEREST IN ANY CREDIT PARTY;
(H)
ASSIGNEE LENDER WILL NOT ENTER INTO ANY
WRITTEN OR ORAL AGREEMENT WITH, OR ACQUIRE ANY EQUITY OR OTHER OWNERSHIP
INTEREST IN, ANY CREDIT PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF AGENT; AND
(I)
AS OF THE EFFECTIVE DATE, ASSIGNEE
LENDER (I) IS ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL AND INTEREST IN RESPECT
OF THE OBLIGATIONS WITHOUT DEDUCTION FOR OR ON ACCOUNT OF ANY TAXES IMPOSED BY
THE UNITED STATES OF AMERICA OR ANY POLITICAL SUBDIVISION THEREOF [, (II) IS NOT
SUBJECT TO CAPITAL ADEQUACY OR SIMILAR REQUIREMENTS UNDER SECTION 9.4 OF THE
CREDIT AGREEMENT, (III) DOES NOT REQUIRE THE PAYMENT OF ANY INCREASED COSTS
UNDER SECTION 9.4 OF THE CREDIT AGREEMENT, AND (IV) IS NOT UNABLE TO FUND LIBOR
LOANS UNDER SECTION 9.4 OF THE CREDIT AGREEMENT, ] AND ASSIGNEE LENDER WILL
INDEMNIFY AGENT FROM AND AGAINST ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES,
PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, OR EXPENSES THAT RESULT FROM
ASSIGNEE LENDER'S FAILURE TO FULFILL ITS OBLIGATIONS UNDER THE TERMS OF
SECTION