REQUESTS COMPENSATION UNDER SECTION 2.14, (II) THE
BORROWER IS REQUIRED TO PAY ANY ADDITIONAL AMOUNT TO ANY LENDER OR ANY
GOVERNMENTAL AUTHORITY FOR THE ACCOUNT OF ANY LENDER PURSUANT TO SECTION 2.16,
(III) ANY LENDER DEFAULTS IN ITS OBLIGATION TO FUND LOANS HEREUNDER OR (IV) ANY
LENDER HAS FAILED TO CONSENT TO A PROPOSED AMENDMENT OR WAIVER THAT UNDER
SECTION 9.02 REQUIRES THE CONSENT OF ALL THE LENDERS AND WITH RESPECT TO WHICH
THE REQUIRED LENDERS SHALL HAVE GRANTED THEIR CONSENT OR (V) ANY LENDER BECOMES
INSOLVENT AND ITS ASSETS BECOME SUBJECT TO A RECEIVER, LIQUIDATOR, TRUSTEE,
CUSTODIAN OR OTHER PERSON HAVING SIMILAR POWERS, THEN THE BORROWER MAY, AT ITS
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 9.04), ALL
ITS INTERESTS, RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS TO AN ELIGIBLE ASSIGNEE THAT SHALL ASSUME SUCH OBLIGATIONS (WHICH MAY
BE ANOTHER LENDER, IF A LENDER ACCEPTS SUCH ASSIGNMENT AND DELEGATION); PROVIDED
THAT (A) THE BORROWER SHALL HAVE RECEIVED THE PRIOR WRITTEN CONSENT OF THE
ADMINISTRATIVE AGENT AND EACH ISSUING BANK, 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 AND PARTICIPATIONS IN LC DISBURSEMENTS
AND SWINGLINE LOANS, ACCRUED INTEREST THEREON, ACCRUED FEES AND ALL OTHER
AMOUNTS PAYABLE TO IT HEREUNDER, FROM THE ASSIGNEE OR THE BORROWER, (C) IN THE
CASE OF ANY SUCH ASSIGNMENT RESULTING FROM A CLAIM FOR COMPENSATION UNDER
SECTION 2.14 OR PAYMENTS REQUIRED TO BE MADE PURSUANT TO SECTION 2.16, 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
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AND, AS A RESULT OF SUCH ASSIGNMENT AND ANY CONTEMPORANEOUS ASSIGNMENTS AND
CONSENTS, THE APPLICABLE AMENDMENT, WAIVER, DISCHARGE OR TERMINATION SHALL BE
SUSCEPTIBLE OF BEING EFFECTED.
A LENDER SHALL NOT BE REQUIRED TO MAKE ANY SUCH
ASSIGNMENT AND DELEGATION IF, PRIOR THERETO, AS A RESULT OF A WAIVER OR CONSENT
BY SUCH LENDER OR OTHERWISE, THE CIRCUMSTANCES ENTITLING THE BORROWER TO REQUIRE
SUCH ASSIGNMENT AND DELEGATION HAVE CEASED TO APPLY.
EACH PARTY HERETO AGREES
THAT AN ASSIGNMENT REQUIRED PURSUANT TO THIS PARAGRAPH MAY BE EFFECTED PURSUANT
TO AN ASSIGNMENT AND ASSUMPTION EXECUTED BY THE BORROWER, 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
The Borrower represents and warrants to the Lenders that:
SECTION 3.01.
ORGANIZATION; POWERS.
THE BORROWER AND EACH SUBSIDIARY 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 POWER AND AUTHORITY AND ALL MATERIAL GOVERNMENTAL
APPROVALS REQUIRED FOR THE OWNERSHIP AND OPERATION