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EXPENSE AND WOULD NOT OTHERWISE BE DISADVANTAGEOUS TO SUCH LENDER.
EACH
BORROWER HEREBY AGREES TO PAY ALL REASONABLE COSTS AND EXPENSES INCURRED BY ANY
LENDER IN CONNECTION WITH ANY SUCH DESIGNATION OR ASSIGNMENT.
(B)
REPLACEMENT OF LENDERS.
IF ANY LENDER
REQUESTS COMPENSATION UNDER SECTION 2.12, OR IF BORROWERS ARE REQUIRED TO PAY
ANY ADDITIONAL AMOUNT TO ANY LENDER OR ANY GOVERNMENTAL AUTHORITY FOR THE
ACCOUNT OF ANY LENDER PURSUANT TO SECTION 2.15, OR IF ANY LENDER DEFAULTS IN ITS
OBLIGATION TO FUND TERM LOANS HEREUNDER, OR IF BORROWERS EXERCISE THEIR
REPLACEMENT RIGHTS UNDER SECTION 10.02(C), THEN BORROWERS MAY, AT THEIR SOLE
EXPENSE AND EFFORT, UPON 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 10.04), ALL OF ITS
INTERESTS, RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS TO AN ASSIGNEE SELECTED BY BORROWERS THAT SHALL ASSUME SUCH
OBLIGATIONS (WHICH ASSIGNEE MAY BE ANOTHER LENDER, IF A LENDER ACCEPTS SUCH
ASSIGNMENT); PROVIDED THAT (I) BORROWERS SHALL HAVE RECEIVED THE PRIOR WRITTEN
CONSENT OF THE ADMINISTRATIVE AGENT, WHICH CONSENT SHALL NOT UNREASONABLY BE
WITHHELD OR DELAYED, (II) SUCH LENDER SHALL HAVE RECEIVED PAYMENT OF AN AMOUNT
EQUAL TO THE OUTSTANDING PRINCIPAL OF ITS TERM 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
BORROWERS (IN THE CASE OF ALL OTHER AMOUNTS) AND (III) IN THE CASE OF ANY SUCH
ASSIGNMENT RESULTING FROM A CLAIM FOR COMPENSATION UNDER SECTION 2.12 OR
PAYMENTS REQUIRED TO BE MADE PURSUANT TO SECTION 2.15, SUCH ASSIGNMENT WILL
RESULT IN A MATERIAL 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, THE CIRCUMSTANCES ENTITLING
BORROWERS TO REQUIRE SUCH ASSIGNMENT AND DELEGATION CEASE TO APPLY.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES
Each Loan Party represents and warrants to the Administrative Agent, the
Collateral Agent and each of the Lenders (with references to the Companies being
references thereto after giving effect to the Transactions unless otherwise
expressly stated) that:
SECTION 3.01
ORGANIZATION; POWERS.
EACH COMPANY (A) IS DULY ORGANIZED AND
VALIDLY EXISTING UNDER THE LAWS OF THE JURISDICTION OF ITS ORGANIZATION, (B) HAS
ALL REQUISITE POWER AND AUTHORITY TO CARRY ON ITS BUSINESS AS NOW CONDUCTED AND
TO OWN AND LEASE ITS PROPERTY AND (C) IS QUALIFIED AND IN GOOD STANDING (TO THE
EXTENT SUCH CONCEPT IS APPLICABLE IN THE APPLICABLE JURISDICTION) TO DO BUSINESS
IN EVERY JURISDICTION WHERE SUCH QUALIFICATION IS REQUIRED, EXCEPT IN SUCH
JURISDICTIONS WHERE THE FAILURE TO SO QUALIFY OR BE IN GOOD STANDING,
INDIVIDUALLY OR IN THE AGGREGATE, 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