(AN "ADDITIONAL LENDER CERTIFICATE"); PROVIDED THAT, ANY
SUCH ADDITIONAL LENDER SHALL BE APPROVED BY THE AGENT (WHICH APPROVAL SHALL NOT
BE UNREASONABLY CONDITIONED, WITHHELD OR DELAYED) PRIOR TO SUCH BANK OR
FINANCIAL INSTITUTION BECOMING AN ADDITIONAL LENDER HEREUNDER;
(D)
SUBJECT TO ACCEPTANCE AND RECORDING THEREOF PURSUANT TO THIS SECTION 2.22
HEREOF, FROM AND AFTER THE EFFECTIVE DATE SPECIFIED IN THE COMMITMENT INCREASE
CERTIFICATE OR THE ADDITIONAL LENDER CERTIFICATE, AS APPLICABLE (OR IF ANY
EURODOLLAR RATE LOAN IS OUTSTANDING, THEN ON THE LAST DAY OF THE INTEREST PERIOD
IN RESPECT OF SUCH EURODOLLAR RATE LOAN, UNLESS THE BORROWERS HAVE PAID
COMPENSATION REQUIRED WITH RESPECT TO SUCH EURODOLLAR RATE LOAN):
(A) THE
AMOUNT OF THE AGGREGATE COMMITMENT SHALL BE INCREASED BY THE AMOUNT SET FORTH
THEREIN, AND (B) IN THE CASE OF AN ADDITIONAL LENDER CERTIFICATE, ANY ADDITIONAL
LENDER PARTY THERETO SHALL BE A PARTY TO THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS AND HAVE THE RIGHTS AND OBLIGATIONS OF A LENDER UNDER THIS AGREEMENT
AND THE OTHER DOCUMENTS.
IN ADDITION, THE LENDER PARTY TO THE COMMITMENT
INCREASE CERTIFICATE OR ADDITIONAL LENDER, AS APPLICABLE, SHALL PURCHASE A PRO
RATA PORTION OF THE OUTSTANDING ADVANCES (AND PARTICIPATION INTERESTS IN LETTERS
OF CREDIT) OF EACH OF THE OTHER LENDERS (AND SUCH LENDERS HEREBY AGREE TO SELL
AND TO TAKE ALL SUCH FURTHER ACTION TO EFFECTUATE SUCH SALE) SUCH THAT EACH
LENDER (INCLUDING ANY ADDITIONAL LENDER, IF APPLICABLE) SHALL
42
HOLD ITS RESPECTIVE PERCENTAGE OF THE OUTSTANDING ADVANCES (AND PARTICIPATION
INTERESTS) AFTER GIVING EFFECT TO THE INCREASE IN THE COMMITMENT; AND
(E)
UPON ITS RECEIPT OF A DULY COMPLETED COMMITMENT INCREASE CERTIFICATE OR
AN ADDITIONAL LENDER CERTIFICATE, AS APPLICABLE, EXECUTED BY THE BORROWERS AND
THE LENDER OR THE ADDITIONAL LENDER PARTY THERETO, AS APPLICABLE, THE AGENT
SHALL ACCEPT SUCH COMMITMENT INCREASE CERTIFICATE OR ADDITIONAL LENDER
CERTIFICATE AND SHALL RECORD THE INFORMATION CONTAINED THEREIN IN THE REGISTER.
NO INCREASE IN THE COMMITMENT SHALL BE EFFECTIVE FOR PURPOSES OF THIS AGREEMENT
UNLESS IT HAS BEEN RECORDED IN THE REGISTER.
2.23. Use of Proceeds.
(A)
BORROWERS SHALL APPLY THE PROCEEDS OF ADVANCES TO (I) PAY FEES AND
EXPENSES RELATING TO THE TRANSACTION AND (II) PROVIDE FOR BORROWERS' WORKING
CAPITAL NEEDS (INCLUDING CAPITAL EXPENDITURES PERMITTED HEREUNDER).
(B)
WITHOUT LIMITING THE GENERALITY OF SECTION 2.23(A) ABOVE, NEITHER THE
BORROWERS, GUARANTORS, NOR ANY OTHER PERSON WHICH MAY IN THE FUTURE BECOME PARTY
TO THIS AGREEMENT OR THE OTHER DOCUMENTS AS A BORROWER OR GUARANTOR, INTENDS TO
USE NOR SHALL THEY USE ANY PORTION OF THE PROCEEDS OF THE ADVANCES, DIRECTLY OR
INDIRECTLY, FOR ANY PURPOSE IN VIOLATION OF THE TRADING WITH THE ENEMY ACT.
2.24. Defaulting Lender.
(A)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN THE EVENT
ANY LENDER (X) HAS REFUSED (WHICH REFUSAL CONSTITUTES A BREACH BY SUCH LENDER OF
ITS OBLIGATIONS UNDER THIS AGREEMENT) TO MAKE AVAILABLE ITS PORTION OF ANY
ADVANCE OR TO REFUND ITS PORTION OF ANY EXCESS INTEREST RECEIVED AS PROVIDED IN
SECTION 3.6 OR (Y) NOTIFIES EITHER AGENT OR BORROWING AGENT THAT IT