DEEMED MODIFIED, WITHOUT FURTHER ACTION, TO REFLECT THE REVISED COMMITMENTS AND
APPLICABLE PERCENTAGES OF THE LENDERS.
(E)
CONDITIONS TO EFFECTIVENESS OF INCREASE.
AS A CONDITION PRECEDENT TO SUCH INCREASE, (I) THE LEAD BORROWER SHALL DELIVER
TO THE ADMINISTRATIVE AGENT A CERTIFICATE OF EACH LOAN PARTY DATED AS OF THE
INCREASE EFFECTIVE DATE (IN SUFFICIENT COPIES FOR EACH LENDER) SIGNED BY A
RESPONSIBLE OFFICER OF SUCH LOAN PARTY (A) CERTIFYING AND ATTACHING THE
RESOLUTIONS, IF NECESSARY, ADOPTED BY SUCH LOAN PARTY APPROVING OR CONSENTING TO
SUCH COMMITMENT INCREASE, AND (B) IN THE CASE OF THE BORROWERS, CERTIFYING THAT,
BEFORE AND AFTER GIVING EFFECT TO SUCH COMMITMENT INCREASE, (1) THE
REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE V AND THE OTHER LOAN
DOCUMENTS ARE TRUE AND CORRECT ON AND AS OF THE INCREASE EFFECTIVE DATE, EXCEPT
TO THE EXTENT THAT SUCH REPRESENTATIONS AND WARRANTIES SPECIFICALLY REFER TO AN
EARLIER DATE, IN WHICH CASE THEY ARE TRUE AND CORRECT AS OF SUCH EARLIER DATE,
AND EXCEPT THAT FOR PURPOSES OF THIS SECTION 2.15, THE REPRESENTATIONS AND
WARRANTIES CONTAINED IN SUBSECTIONS (A) AND (B) OF SECTION 5.05 SHALL BE DEEMED
TO REFER TO THE MOST RECENT STATEMENTS FURNISHED PURSUANT TO CLAUSES (A) AND
(B), RESPECTIVELY, OF SECTION 6.01, (II) THE BORROWERS, THE ADMINISTRATIVE
AGENT, AND ANY ADDITIONAL COMMITMENT LENDER SHALL HAVE EXECUTED AND DELIVERED A
JOINDER TO THE LOAN DOCUMENTS IN SUCH FORM AS THE ADMINISTRATIVE AGENT SHALL
REASONABLY REQUIRE; (III) THE BORROWERS SHALL HAVE PAID SUCH FEES AND OTHER
COMPENSATION TO THE ADDITIONAL COMMITMENT LENDERS AS THE ADMINISTRATIVE AGENT,
THE LEAD BORROWER AND SUCH ADDITIONAL COMMITMENT LENDERS SHALL AGREE; (IV) THE
BORROWERS SHALL HAVE PAID SUCH ARRANGEMENT FEES TO THE ADMINISTRATIVE AGENT (OR
ONE OR MORE OF ITS AFFILIATES, AS APPLICABLE) AS THE LEAD BORROWER AND THE
ADMINISTRATIVE AGENT OR SUCH AFFILIATE MAY AGREE; (V) THE BORROWERS SHALL
DELIVER TO THE ADMINISTRATIVE AGENT AND THE LENDERS AN OPINION OR OPINIONS, IN
FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT, FROM
COUNSEL TO THE BORROWERS REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT AND
DATED SUCH DATE WITH RESPECT TO THE LOAN DOCUMENTS AND THE OTHER DOCUMENTS,
AGREEMENTS AND INSTRUMENTS THEN EXECUTED AND THE TRANSACTIONS CONTEMPLATED
THEREBY; (VI) THE BORROWERS AND THE ADDITIONAL COMMITMENT LENDER SHALL HAVE
DELIVERED SUCH OTHER INSTRUMENTS, DOCUMENTS AND AGREEMENTS AS THE ADMINISTRATIVE
AGENT MAY REASONABLY HAVE REQUESTED; AND (VII) NO DEFAULT OR EVENT OF DEFAULT
EXISTS.
THE BORROWERS SHALL PREPAY ANY COMMITTED LOANS OUTSTANDING ON THE
INCREASE EFFECTIVE DATE (AND PAY ANY ADDITIONAL AMOUNTS REQUIRED PURSUANT TO
SECTION 3.05) TO THE EXTENT NECESSARY TO KEEP THE OUTSTANDING COMMITTED LOANS
RATABLE WITH ANY REVISED APPLICABLE PERCENTAGES ARISING FROM ANY NONRATABLE
INCREASE IN THE COMMITMENTS UNDER THIS SECTION 2.15.
(F)
TERMS OF COMMITMENT INCREASE.
ANY
COMMITMENT INCREASE CONTEMPLATED BY THE PROVISIONS OF THIS SECTION 2.15 SHALL,
EXCEPT AS PROVIDED IN SECTION 2.15(E)(III) AND (E)(IV), BEAR INTEREST AND BE
ENTITLED TO FEES AND OTHER COMPENSATION ON THE SAME BASIS AS ALL OTHER
COMMITMENTS.
(G)
CONFLICTING PROVISIONS.
THIS SECTION 2.15
SHALL SUPERSEDE ANY PROVISIONS