LOANS
AND ALL ACCRUED BUT UNPAID FEES OWED TO SUCH LENDER AND ANY OTHER AMOUNTS
PAYABLE TO SUCH LENDER UNDER THIS AGREEMENT, AND TO ASSUME ALL THE OBLIGATIONS
OF SUCH LENDER HEREUNDER, AND, UPON SUCH PURCHASE AND ASSUMPTION
32
(PURSUANT TO AN ASSIGNMENT AGREEMENT), SUCH LENDER SHALL NO LONGER BE A PARTY
HERETO OR HAVE ANY RIGHTS HEREUNDER (OTHER THAN RIGHTS WITH RESPECT TO
INDEMNITIES AND SIMILAR RIGHTS APPLICABLE TO SUCH LENDER PRIOR TO THE DATE OF
SUCH PURCHASE AND ASSUMPTION) AND SHALL BE RELIEVED FROM ALL OBLIGATIONS TO THE
LOAN PARTIES HEREUNDER, AND THE REPLACEMENT LENDER SHALL SUCCEED TO THE RIGHTS
AND OBLIGATIONS OF SUCH LENDER HEREUNDER.
8.8
CONCLUSIVENESS OF STATEMENTS; SURVIVAL OF PROVISIONS.
DETERMINATIONS AND STATEMENTS OF ANY LENDER PURSUANT TO SECTIONS 8.1, 8.2, 8.3
OR 8.4 SHALL BE CONCLUSIVE ABSENT DEMONSTRABLE ERROR. LENDERS MAY USE REASONABLE
AVERAGING AND ATTRIBUTION METHODS IN DETERMINING COMPENSATION UNDER SECTIONS 8.1
AND 8.4, AND THE PROVISIONS OF SUCH SECTIONS SHALL SURVIVE REPAYMENT OF THE
OBLIGATIONS, CANCELLATION OF ANY NOTES, EXPIRATION OR TERMINATION OF THE LETTERS
OF CREDIT AND TERMINATION OF THIS AGREEMENT.
SECTION 9
REPRESENTATIONS AND WARRANTIES.
To induce the Administrative Agent and the Lenders to enter into this Agreement
and to induce the Lenders to make Loans and issue and participate in Letters of
Credit hereunder, the Loan Parties represent and warrant to the Administrative
Agent and the Lenders that:
9.1
ORGANIZATION.
EACH LOAN PARTY IS VALIDLY EXISTING AND IN GOOD
STANDING UNDER THE LAWS OF ITS JURISDICTION OF ORGANIZATION; AND EACH LOAN PARTY
IS DULY QUALIFIED TO DO BUSINESS IN EACH JURISDICTION WHERE, BECAUSE OF THE
NATURE OF ITS ACTIVITIES OR PROPERTIES, SUCH QUALIFICATION IS REQUIRED, EXCEPT
FOR SUCH JURISDICTIONS WHERE THE FAILURE TO SO QUALIFY WOULD NOT HAVE A MATERIAL
ADVERSE EFFECT.
9.2
AUTHORIZATION; NO CONFLICT.
EACH LOAN PARTY IS DULY AUTHORIZED
TO EXECUTE AND DELIVER EACH LOAN DOCUMENT TO WHICH IT IS A PARTY, THE LOAN
PARTIES ARE DULY AUTHORIZED TO BORROW MONIES HEREUNDER AND EACH LOAN PARTY IS
DULY AUTHORIZED TO PERFORM EACH OTHER OBLIGATION UNDER EACH LOAN DOCUMENT TO
WHICH IT IS A PARTY. THE EXECUTION, DELIVERY AND PERFORMANCE BY EACH LOAN PARTY
OF EACH LOAN DOCUMENT TO WHICH IT IS A PARTY, AND THE BORROWINGS BY THE LOAN
PARTIES HEREUNDER, DO NOT AND WILL NOT (A) REQUIRE ANY CONSENT OR APPROVAL OF
ANY GOVERNMENTAL AGENCY OR AUTHORITY (OTHER THAN ANY CONSENT OR APPROVAL WHICH
HAS BEEN OBTAINED AND IS IN FULL FORCE AND EFFECT), (B) CONFLICT WITH (I) ANY
PROVISION OF LAW, (II) THE CHARTER, BY-LAWS OR OTHER ORGANIZATIONAL DOCUMENTS OF
ANY LOAN PARTY OR (III) ANY AGREEMENT, INDENTURE, INSTRUMENT OR OTHER DOCUMENT,
OR ANY JUDGMENT, ORDER OR DECREE, WHICH IS BINDING UPON ANY LOAN PARTY OR ANY OF
THEIR RESPECTIVE PROPERTIES OR (C) REQUIRE, OR RESULT IN, THE CREATION OR
IMPOSITION OF ANY LIEN ON ANY ASSET OF ANY LOAN PARTY (OTHER THAN LIENS IN FAVOR
OF THE ADMINISTRATIVE AGENT CREATED PURSUANT TO THE COLLATERAL DOCUMENTS).
9.3
VALIDITY AND BINDING NATURE.
EACH OF