IF, IN THE JUDGMENT
OF SUCH LENDER, SUCH DESIGNATION OR ASSIGNMENT (I) WOULD ELIMINATE OR REDUCE
AMOUNTS PAYABLE PURSUANT TO SECTION 2.13 OR 2.15, AS THE CASE MAY BE, IN THE
FUTURE AND (II) WOULD NOT SUBJECT SUCH LENDER TO ANY UNREIMBURSED COST OR
EXPENSE AND WOULD NOT OTHERWISE BE DISADVANTAGEOUS TO SUCH LENDER. TO THE EXTENT
REASONABLY POSSIBLE, EACH LENDER SHALL USE REASONABLE EFFORTS TO DESIGNATE A
DIFFERENT LENDING OFFICE FOR FUNDING OR BOOKING ITS LOANS HEREUNDER OR TO ASSIGN
ITS RIGHTS AND OBLIGATIONS HEREUNDER TO ANOTHER OF ITS OFFICES, BRANCHES OR
AFFILIATES, IF, IN THE JUDGMENT OF SUCH LENDER, SUCH DESIGNATION OR ASSIGNMENT
WOULD AVOID THE UNAVAILABILITY OF EURODOLLAR LOANS UNDER SECTION 2.12, SO LONG
AS SUCH DESIGNATION IS NOT DISADVANTAGEOUS TO SUCH LENDER AS DETERMINED BY SUCH
LENDER IN ITS SOLE DISCRETION.
The Borrower hereby agrees to pay all reasonable costs and expenses incurred by
any Lender in connection with any such designation or assignment.
(B)
THE BORROWER SHALL, AT ITS SOLE EXPENSE AND
EFFORT, HAVE THE RIGHT, BY GIVING AT LEAST 15 BUSINESS DAYS' PRIOR WRITTEN
NOTICE TO THE AFFECTED LENDER AND THE ADMINISTRATIVE AGENT, AT ANY TIME WHEN NO
DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, TO REQUIRE ANY
LENDER TO ASSIGN ALL OF ITS RIGHTS AND OBLIGATIONS UNDER THE LOAN DOCUMENTS TO
ANY OTHER LENDER (OTHER THAN A CONDUIT LENDER) APPROVED BY THE BORROWER.
SUCH
ASSIGNMENT SHALL BE SUBSTANTIALLY IN THE FORM OF EXHIBIT E HERETO OR IN SUCH
OTHER FORM AS MAY BE AGREED TO BY THE PARTIES THERETO BUT SHALL BE ON TERMS AND
CONDITIONS REASONABLY SATISFACTORY TO THE AFFECTED LENDER.
THE BORROWER SHALL
REMAIN LIABLE TO THE AFFECTED LENDER FOR ANY INDEMNIFICATION PROVIDED UNDER
SECTION 2.14 WITH RESPECT TO LOANS OF SUCH LENDER OUTSTANDING ON THE EFFECTIVE
DATE OF AN ASSIGNMENT REQUIRED UNDER THIS SECTION 2.17(B), AS WELL AS FOR ALL
OTHER OBLIGATIONS OWED TO SUCH LENDER UNDER THIS AGREEMENT AS OF SUCH EFFECTIVE
DATE.
26
ARTICLE III
REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants to the Lenders that:
SECTION 3.01.
ORGANIZATION; POWERS.
THE BORROWER AND EACH OF
THE SIGNIFICANT 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.
SECTION 3.02.
AUTHORIZATION; ENFORCEABILITY.
THE CONSUMMATION
OF THE KINKO'S ACQUISITION IS WITHIN THE BORROWER'S CORPORATE POWERS AND
AUTHORITY AND HAS BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION.
THE
TRANSACTIONS ARE WITHIN THE BORROWER'S AND EACH OF THE GUARANTORS' CORPORATE
POWERS AND AUTHORITY AND HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE
ACTION.
THE LOAN DOCUMENTS (I) HAVE BEEN DULY EXECUTED AND DELIVERED BY THE
BORROWER AND EACH OF