TO
SECTION 2.17, OR IF ANY LENDER DEFAULTS IN ITS OBLIGATION TO FUND LOANS
HEREUNDER, OR IF ANY LENDER SHALL DECLINE TO CONSENT TO ANY MODIFICATION OR
WAIVER HEREUNDER REQUIRING 100% OF THE LENDERS AFFECTED THEREBY (OR OF AN
AFFECTED CLASS OR OF THE TYPE SET FORTH IN CLAUSES (I) THROUGH (VII) OF SECTION
9.02(B)) TO CONSENT THERETO AND, IN EACH CASE, THE REQUIRED LENDERS HAVE ALREADY
CONSENTED THERETO, THEN THE BORROWER MAY, AT ITS SOLE EXPENSE AND EFFORT, UPON
WRITTEN NOTICE TO SUCH LENDER AND THE ADMINISTRATIVE AGENT, REQUIRE 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, EACH LC ISSUER AND THE SWINGLINE LENDER), WHICH CONSENT SHALL
NOT UNREASONABLY BE WITHHELD, AND (II) SUCH LENDER SHALL HAVE RECEIVED PAYMENT
OF
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AN AMOUNT EQUAL TO THE OUTSTANDING PRINCIPAL OF ITS LOANS AND PARTICIPATIONS (TO
THE EXTENT FUNDED BY SUCH LENDER AND NOT SUBSEQUENTLY REPAID) IN LC
DISBURSEMENTS AND SWINGLINE LOANS, ACCRUED INTEREST THEREON, 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).
UPON RECEIPT BY THE APPLICABLE LENDER OF ALL
AMOUNTS REQUIRED TO BE PAID TO IT PURSUANT TO THIS SECTION 2.19(B), THE
ADMINISTRATIVE AGENT SHALL BE ENTITLED (BUT NOT OBLIGATED) AND AUTHORIZED TO
EXECUTE AN ASSIGNMENT AND ASSUMPTION ON BEHALF OF SUCH LENDER, AND ANY SUCH
ASSIGNMENT AND ASSUMPTION SO EXECUTED BY THE ADMINISTRATIVE AGENT AND THE
ASSIGNEE SHALL BE EFFECTIVE FOR PURPOSES OF THIS SECTION 2.19(B) AND SECTION
9.04.
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, THE
CIRCUMSTANCES ENTITLING THE BORROWER TO REQUIRE SUCH ASSIGNMENT AND DELEGATION
CEASE TO APPLY.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Each of the Parent and the Borrower represents and warrants to the Lenders that:
SECTION 3.01
ORGANIZATION; POWERS.
THE PARENT, THE BORROWER AND THE
SUBSIDIARIES ARE DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE
LAWS OF THE JURISDICTION OF THEIR ORGANIZATION, RESPECTIVELY, HAVE ALL REQUISITE
POWER AND AUTHORITY TO CARRY ON THEIR RESPECTIVE BUSINESSES AS NOW CONDUCTED AND
AS PROPOSED TO BE CONDUCTED, AND ARE QUALIFIED TO DO BUSINESS IN, AND ARE IN
GOOD STANDING IN, EVERY JURISDICTION WHERE SUCH QUALIFICATION IS REQUIRED,
EXCEPT WHERE THE FAILURE TO BE SO QUALIFIED COULD NOT REASONABLY BE EXPECTED TO
RESULT IN A MATERIAL ADVERSE EFFECT.
SECTION 3.02
AUTHORIZATION; ENFORCEABILITY.
THE TRANSACTIONS TO BE ENTERED
INTO BY EACH LOAN PARTY ARE WITHIN SUCH LOAN PARTY'S CORPORATE AND OTHER POWERS
AND HAVE BEEN DULY