THE BORROWERS SHALL
HAVE RECEIVED THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT (AND, IF A
REVOLVING COMMITMENT IS BEING ASSIGNED, EACH PRINCIPAL ISSUING BANK AND THE
SWINGLINE LENDER), WHICH CONSENT SHALL NOT UNREASONABLY BE WITHHELD, (B) SUCH
LENDER SHALL HAVE RECEIVED PAYMENT OF AN AMOUNT EQUAL TO THE OUTSTANDING
PRINCIPAL OF ITS LOANS, BAS AND FUNDED PARTICIPATIONS IN LC DISBURSEMENTS AND
SWINGLINE 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 THE BORROWERS (IN THE CASE OF ALL
OTHER AMOUNTS), (C) IN THE CASE OF ANY SUCH ASSIGNMENT RESULTING FROM A CLAIM
FOR COMPENSATION UNDER SECTION 2.16 OR PAYMENTS REQUIRED TO BE MADE PURSUANT TO
SECTION 2.18, SUCH ASSIGNMENT WILL RESULT IN A REDUCTION IN SUCH COMPENSATION OR
PAYMENTS, AND (D) IN THE CASE OF ANY SUCH ASSIGNMENT RESULTING FROM THE FAILURE
TO PROVIDE A CONSENT, THE ASSIGNEE SHALL HAVE GIVEN SUCH CONSENT. 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 BORROWERS TO REQUIRE SUCH ASSIGNMENT AND
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DELEGATION CEASE TO APPLY. EACH PARTY HERETO AGREES THAT AN ASSIGNMENT REQUIRED
PURSUANT TO THIS SECTION 2.20(B) MAY BE EFFECTED PURSUANT TO AN ASSIGNMENT AND
ASSUMPTION EXECUTED BY THE BORROWERS, THE ADMINISTRATIVE AGENT AND THE ASSIGNEE
AND THAT THE LENDER REQUIRED TO MAKE SUCH ASSIGNMENT NEED NOT BE A PARTY
THERETO.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Each of Symmetry and the Borrowers represents and warrants to the Lenders that:
SECTION 3.01. ORGANIZATION; POWERS. EACH OF SYMMETRY, THE BORROWERS AND THE
OTHER SUBSIDIARIES IS DULY ORGANIZED, VALIDLY EXISTING AND (TO THE EXTENT THE
CONCEPT IS APPLICABLE IN SUCH JURISDICTION) IN GOOD STANDING UNDER THE LAWS OF
THE JURISDICTION OF ITS ORGANIZATION, HAS ALL REQUISITE POWER AND AUTHORITY AND
ALL MATERIAL GOVERNMENTAL APPROVALS TO CARRY ON ITS BUSINESS AS NOW CONDUCTED
AND AS PROPOSED TO BE 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 BUSINESS IN, AND IS IN GOOD
STANDING IN, EVERY JURISDICTION WHERE SUCH QUALIFICATION IS REQUIRED.
SECTION 3.02. AUTHORIZATION; ENFORCEABILITY. THE TRANSACTIONS TO BE ENTERED INTO
BY EACH LOAN PARTY ARE WITHIN SUCH LOAN PARTY'S CORPORATE OR OTHER
ORGANIZATIONAL POWERS AND HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE
OR OTHER ORGANIZATIONAL ACTION AND, IF REQUIRED, STOCKHOLDER OR OTHER
EQUITYHOLDER ACTION. THIS AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED BY EACH
OF SYMMETRY AND THE BORROWERS 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 SYMMETRY, SUCH
BORROWER OR SUCH LOAN PARTY, AS THE CASE MAY BE, ENFORCEABLE IN ACCORDANCE WITH
ITS TERMS, SUBJECT TO APPLICABLE BANKRUPTCY, INSOLVENCY,