TO SUCH REPLACEMENT (WHICH CONSENT WILL NOT BE
UNREASONABLY WITHHELD) AND THE BORROWER OR SUCH FINANCIAL INSTITUTION SHALL HAVE
PAID A PROCESSING AND RECORDATION FEE OF $3,500 TO THE AGENT AND (IV) IF A
COMMITMENT IS BEING ASSIGNED, THE SWINGLINE LENDER SHALL HAVE CONSENTED IN
WRITING TO SUCH ASSIGNMENT (WHICH CONSENT WILL NOT BE UNREASONABLY WITHHELD).
SECTION 2.23.
LENDING OFFICES AND LENDER CERTIFICATES; SURVIVAL OF INDEMNITY.
TO THE EXTENT REASONABLY POSSIBLE, EACH LENDER SHALL DESIGNATE AN ALTERNATE
LENDING OFFICE WITH RESPECT TO ITS EURODOLLAR LOANS AND FIXED RATE LOANS TO
REDUCE ANY LIABILITY OF THE BORROWER TO SUCH LENDER UNDER SECTION 2.15 OR TO
AVOID THE UNAVAILABILITY OF EURODOLLAR LOANS UNDER SECTION 2.11 OR 2.16, SO LONG
AS SUCH DESIGNATION IS NOT DISADVANTAGEOUS TO SUCH LENDER.
A GOOD FAITH
CERTIFICATE OF A LENDER SETTING FORTH A
39
REASONABLE BASIS OF COMPUTATION AND ALLOCATION OF THE AMOUNT DUE UNDER
SECTION 2.15 OR 2.17 SHALL BE FINAL, CONCLUSIVE AND BINDING ON THE BORROWER IN
THE ABSENCE OF MANIFEST ERROR.
THE AMOUNT SPECIFIED IN ANY SUCH CERTIFICATE
SHALL BE PAYABLE ON DEMAND AFTER RECEIPT BY THE BORROWER OF SUCH CERTIFICATE.
THE OBLIGATIONS OF THE BORROWER UNDER SECTIONS 2.15 AND 2.17 SHALL SURVIVE THE
PAYMENT OF ALL AMOUNTS DUE UNDER ANY LOAN DOCUMENT AND THE TERMINATION OF THIS
AGREEMENT.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants as to itself and its subsidiaries to each
of the Lenders that:
SECTION 3.01.
CORPORATE EXISTENCE AND STANDING.
THE BORROWER AND EACH OF ITS
SUBSIDIARIES IS A CORPORATION DULY INCORPORATED, VALIDLY EXISTING AND IN GOOD
STANDING UNDER THE LAWS OF ITS JURISDICTION OF INCORPORATION AND HAS ALL
REQUISITE AUTHORITY TO CONDUCT ITS BUSINESS IN EACH JURISDICTION IN WHICH ITS
BUSINESS IS CONDUCTED WHERE THE FAILURE TO SO QUALIFY WOULD HAVE A MATERIAL
ADVERSE EFFECT.
SECTION 3.02.
AUTHORIZATION AND VALIDITY.
THE BORROWER HAS THE CORPORATE POWER
AND AUTHORITY AND LEGAL RIGHT TO EXECUTE AND DELIVER THE LOAN DOCUMENTS TO WHICH
IT IS A PARTY AND TO PERFORM ITS OBLIGATIONS THEREUNDER (COLLECTIVELY, THE
"TRANSACTIONS").
THE TRANSACTIONS HAVE BEEN DULY AUTHORIZED BY PROPER CORPORATE
PROCEEDINGS, AND THE LOAN DOCUMENTS CONSTITUTE LEGAL, VALID AND BINDING
OBLIGATIONS OF THE BORROWER ENFORCEABLE AGAINST THE BORROWER IN ACCORDANCE WITH
THEIR TERMS, EXCEPT AS ENFORCEABILITY MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY,
MORATORIUM OR SIMILAR LAWS AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS
GENERALLY.
SECTION 3.03.
NO CONFLICT; GOVERNMENTAL CONSENT.
NONE OF THE TRANSACTIONS WILL
VIOLATE ANY LAW, RULE, REGULATION, ORDER, WRIT, JUDGMENT, INJUNCTION, DECREE OR
AWARD BINDING ON THE BORROWER OR ANY OF ITS SUBSIDIARIES OR THE BORROWER'S OR
ANY OF ITS SUBSIDIARIES' ARTICLES OR CERTIFICATE OF INCORPORATION OR BY-LAWS OR
THE PROVISIONS OF ANY INDENTURE, INSTRUMENT OR AGREEMENT TO WHICH THE BORROWER
OR ANY SUBSIDIARY IS A PARTY OR IS SUBJECT, OR BY WHICH IT, OR ITS PROPERTY, IS
BOUND, OR CONFLICT THEREWITH OR CONSTITUTE A DEFAULT THEREUNDER, OR RESULT IN
THE CREATION OR IMPOSITION OF ANY LIEN IN, OF OR ON THE PROPERTY OF THE BORROWER
OR ANY SUBSIDIARY PURSUANT TO