DELIVERED TO THE AGENT OPINIONS OF COUNSEL
(SUBSTANTIALLY SIMILAR TO THE FORMS OF OPINIONS PROVIDED FOR IN SECTION 3.01(6),
MODIFIED TO APPLY TO THE FACILITY INCREASE AND EACH NOTE AND COMMITMENT AND
ACCEPTANCE EXECUTED AND DELIVERED IN CONNECTION THEREWITH); (VI) THE GUARANTORS
SHALL HAVE CONSENTED IN WRITING TO THE FACILITY INCREASE AND SHALL HAVE AGREED
THAT THEIR GUARANTIES CONTINUE IN FULL FORCE AND EFFECT; AND (VII) THE BORROWER
AND EACH NEW LENDER SHALL OTHERWISE HAVE EXECUTED AND DELIVERED SUCH OTHER
INSTRUMENTS AND DOCUMENTS AS THE AGENT SHALL HAVE REASONABLY REQUESTED IN
CONNECTION WITH SUCH FACILITY INCREASE.
THE FORM AND SUBSTANCE OF THE DOCUMENTS
REQUIRED UNDER CLAUSES (III) THROUGH (VII) ABOVE SHALL BE FULLY ACCEPTABLE TO
THE AGENT.
THE AGENT SHALL PROVIDE WRITTEN NOTICE TO ALL OF THE LENDERS
HEREUNDER OF ANY FACILITY INCREASE.
19
(B)
NEW LENDERS' LOANS AND PARTICIPATION IN
FACILITY LETTERS OF CREDIT.
UPON THE EFFECTIVE DATE OF ANY INCREASE IN THE
AGGREGATE COMMITMENT PURSUANT TO THE PROVISIONS HEREOF (THE "INCREASE DATE"),
WHICH INCREASE DATE SHALL BE MUTUALLY AGREED UPON BY THE BORROWER, EACH NEW
LENDER AND THE AGENT, (I) SUCH NEW LENDER SHALL BE DEEMED TO HAVE IRREVOCABLY
AND UNCONDITIONALLY PURCHASED AND RECEIVED, WITHOUT RECOURSE OR WARRANTY FROM
THE LENDERS, AN UNDIVIDED INTEREST AND PARTICIPATION IN ANY FACILITY LETTER OF
CREDIT THEN OUTSTANDING, RATABLY, SUCH THAT EACH LENDER (INCLUDING EACH NEW
LENDER) HOLDS A PARTICIPATION INTEREST IN EACH SUCH FACILITY LETTER OF CREDIT IN
THE AMOUNT OF ITS THEN PRO RATA SHARE THEREOF; (II) ON SUCH INCREASE DATE, THE
BORROWER SHALL REPAY ALL OUTSTANDING ABR LOANS AND REBORROW AN ABR LOAN IN A
LIKE AMOUNT FROM THE LENDERS (INCLUDING THE NEW LENDER); (III) SUCH NEW LENDER
SHALL NOT PARTICIPATE IN ANY THEN OUTSTANDING LOAN THAT IS A EURODOLLAR LOAN;
(IV) IF THE BORROWER SHALL AT ANY TIME ON OR AFTER SUCH INCREASE DATE CONVERT OR
CONTINUE ANY LOAN THAT IS A EURODOLLAR LOAN THAT WAS OUTSTANDING ON SUCH
INCREASE DATE, THE BORROWER SHALL BE DEEMED TO REPAY SUCH LOAN ON THE DATE OF
THE CONVERSION OR CONTINUATION THEREOF AND THEN TO REBORROW AS A LOAN A LIKE
AMOUNT ON SUCH DATE SO THAT THE NEW LENDER SHALL MAKE A LOAN ON SUCH DATE IN THE
AMOUNT OF ITS PRO RATA SHARE OF SUCH BORROWING; AND (V) SUCH NEW LENDER SHALL
MAKE ITS PRO RATA SHARE OF ALL LOANS MADE ON OR AFTER SUCH INCREASE DATE
(INCLUDING THOSE REFERRED TO IN CLAUSES (II) AND (IV) ABOVE) AND SHALL OTHERWISE
HAVE ALL OF THE RIGHTS AND OBLIGATIONS OF A LENDER HEREUNDER ON AND AFTER SUCH
INCREASE DATE.
NOTWITHSTANDING THE FOREGOING, UPON THE OCCURRENCE OF A DEFAULT
PRIOR TO THE DATE ON WHICH SUCH NEW LENDER IS HOLDING ITS PRO RATA SHARE OF ALL
LOANS HEREUNDER, SUCH NEW LENDER SHALL, UPON NOTICE FROM THE AGENT GIVEN ON OR
AFTER THE DATE ON WHICH THE OBLIGATIONS ARE ACCELERATED OR BECOME DUE FOLLOWING
SUCH DEFAULT, PAY TO THE AGENT (FOR THE ACCOUNT OF THE OTHER LENDERS, TO WHICH
THE AGENT SHALL