C REVOLVING LENDERS, AS APPLICABLE, AND REIMBURSEMENT
OBLIGATIONS OWED TO ALL CLASS A REVOLVING LENDERS, IN EACH CASE THAT ARE NOT
DEFAULTING LENDERS, PRO RATA (BASED ON THE SUM OF REVOLVING LOANS AND
REIMBURSEMENT OBLIGATIONS, AS APPLICABLE, OWED TO EACH SUCH LENDER) PRIOR TO
BEING APPLIED TO THE PREPAYMENT OF ANY CLASS A REVOLVING LOANS OR CLASS C
REVOLVING LOANS, AS APPLICABLE, OR REIMBURSEMENT OBLIGATIONS OWED TO, ANY
DEFAULTING LENDER.
(H) IN THE EVENT THAT THE ADMINISTRATIVE AGENT, THE PARENT BORROWER, THE ISSUING
BANK AND THE SWINGLINE LENDER EACH AGREES THAT A DEFAULTING LENDER HAS
ADEQUATELY REMEDIED ALL MATTERS THAT CAUSED SUCH LENDER TO BE A DEFAULTING
LENDER, THEN THE SWINGLINE EXPOSURE AND REVOLVING LC EXPOSURE OF THE CLASS A
REVOLVING LENDERS SHALL BE READJUSTED TO REFLECT THE INCLUSION OF SUCH LENDER'S
COMMITMENT AND ON SUCH DATE SUCH LENDER SHALL PURCHASE AT PAR SUCH OF THE
CLASS A REVOLVING LOANS AND CLASS C REVOLVING LOANS OF THE OTHER CLASS A
REVOLVING LENDERS AND CLASS C REVOLVING LENDERS (BUT NOT SWINGLINE LOANS) AS THE
ADMINISTRATIVE SHALL DETERMINE MAY BE NECESSARY IN ORDER FOR SUCH LENDER TO HOLD
SUCH CLASS A REVOLVING LOANS AND CLASS C REVOLVING LOANS IN ACCORDANCE WITH ITS
CLASS A REVOLVING APPLICABLE PERCENTAGE OR CLASS C REVOLVING APPLICABLE
PERCENTAGE, AS APPLICABLE.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Each of Holdings, the Parent Borrower, each Subsidiary Term Borrower (as to
itself only) and each Foreign Subsidiary Borrower (as to itself only) represents
and warrants to the Lenders that:
SECTION 3.01.
ORGANIZATION; POWERS.
EACH OF HOLDINGS, THE PARENT BORROWER AND
ITS SUBSIDIARIES (INCLUDING THE RECEIVABLES SUBSIDIARY) 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
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BUSINESS IN, AND IS IN GOOD STANDING IN, EVERY JURISDICTION WHERE SUCH
QUALIFICATION IS REQUIRED.
SECTION 3.02.
AUTHORIZATION; ENFORCEABILITY.
THE TRANSACTIONS AND RESTATEMENT
TRANSACTIONS TO BE ENTERED INTO BY EACH LOAN PARTY ARE WITHIN SUCH LOAN PARTY'S
POWERS AND HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY ACTION.
THIS AGREEMENT
HAS BEEN DULY EXECUTED AND DELIVERED BY EACH OF HOLDINGS AND THE PARENT 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 HOLDINGS, THE PARENT BORROWER OR SUCH LOAN PARTY
(AS THE CASE MAY BE), ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, SUBJECT TO
APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER LAWS
AFFECTING CREDITORS' RIGHTS GENERALLY AND SUBJECT TO GENERAL PRINCIPLES OF
EQUITY, REGARDLESS OF WHETHER CONSIDERED IN A PROCEEDING IN EQUITY OR AT LAW.
SECTION 3.03.
GOVERNMENTAL APPROVALS; NO CONFLICTS.
THE TRANSACTIONS AND
RESTATEMENT TRANSACTIONS AND THE OTHER TRANSACTIONS CONTEMPLATED HEREBY (A) DO
NOT REQUIRE ANY CONSENT