TO SUCH LENDER AND THE
ADMINISTRATIVE AGENT, REQUIRE
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SUCH LENDER TO ASSIGN AND DELEGATE, WITHOUT RECOURSE (IN ACCORDANCE WITH AND
SUBJECT TO THE RESTRICTIONS CONTAINED IN SECTION 9.04), ALL ITS INTERESTS,
RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT TO AN ASSIGNEE THAT SHALL ASSUME
SUCH OBLIGATIONS (WHICH ASSIGNEE MAY BE ANOTHER LENDER, IF A LENDER ACCEPTS SUCH
ASSIGNMENT); PROVIDED THAT (I) THE BORROWER SHALL HAVE RECEIVED THE PRIOR
WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT (AND, IF A REVOLVING COMMITMENT IS
BEING ASSIGNED, THE ISSUING BANK AND SWINGLINE LENDER), WHICH CONSENT SHALL NOT
UNREASONABLY BE WITHHELD, (II) SUCH LENDER SHALL HAVE RECEIVED PAYMENT OF AN
AMOUNT EQUAL TO THE OUTSTANDING PRINCIPAL OF ITS LOANS AND PARTICIPATIONS IN LC
DISBURSEMENTS AND SWINGLINE LOANS, ACCRUED INTEREST THEREON, ACCRUED FEES AND
ALL OTHER AMOUNTS PAYABLE TO IT HEREUNDER, FROM THE ASSIGNEE (TO THE EXTENT OF
SUCH OUTSTANDING PRINCIPAL AND ACCRUED INTEREST AND FEES) OR THE BORROWER (IN
THE CASE OF ALL OTHER AMOUNTS), (III) THE BORROWER OR SUCH ASSIGNEE SHALL HAVE
PAID TO THE ADMINISTRATIVE AGENT THE PROCESSING AND RECORDATION FEE SPECIFIED IN
SECTION 9.04(B) AND (IV) IN THE CASE OF ANY SUCH ASSIGNMENT RESULTING FROM A
CLAIM FOR COMPENSATION UNDER SECTION 2.15 OR PAYMENTS REQUIRED TO BE MADE
PURSUANT TO SECTION 2.17, SUCH ASSIGNMENT WILL RESULT IN A REDUCTION IN SUCH
COMPENSATION OR PAYMENTS.
A LENDER SHALL NOT BE REQUIRED TO MAKE ANY SUCH
ASSIGNMENT AND DELEGATION IF, PRIOR THERETO, AS A RESULT OF A WAIVER BY SUCH
LENDER OR OTHERWISE (INCLUDING AS A RESULT OF ANY ACTION TAKEN BY SUCH LENDER
UNDER PARAGRAPH (A) ABOVE) THE CIRCUMSTANCES ENTITLING THE BORROWER TO REQUIRE
SUCH ASSIGNMENT AND DELEGATION CEASE TO APPLY.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants to the Lenders as follows:
SECTION 3.01.
ORGANIZATION; POWERS.
EACH OF THE BORROWER AND THE 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 AS PROPOSED TO BE CONDUCTED, TO EXECUTE,
DELIVER AND PERFORM ITS OBLIGATIONS UNDER EACH LOAN DOCUMENT TO WHICH IT IS A
PARTY, 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 TRANSACTIONS TO BE ENTERED
INTO BY EACH LOAN PARTY ARE WITHIN SUCH LOAN PARTY'S CORPORATE OR OTHER
ORGANIZATIONAL POWERS AND HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE
OR OTHER ACTION AND, IF REQUIRED, STOCKHOLDER OR OTHER EQUITY HOLDER ACTION.
THIS AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED BY THE BORROWER AND
CONSTITUTES, AND EACH OTHER LOAN DOCUMENT TO WHICH ANY LOAN PARTY IS TO BE A
PARTY, WHEN EXECUTED AND DELIVERED BY SUCH LOAN PARTY, WILL CONSTITUTE, A LEGAL,
VALID AND BINDING OBLIGATION OF THE BORROWER OR SUCH LOAN PARTY, AS