ANY AMENDMENT HERETO FOR SUCH AN INCREASE OR ADDITION SHALL BE IN FORM AND
SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT AND SHALL ONLY REQUIRE THE
WRITTEN SIGNATURES OF THE ADMINISTRATIVE AGENT, THE BORROWER AND THE
LENDER(S) BEING ADDED OR INCREASING THEIR COMMITMENT.
AS A CONDITION PRECEDENT
TO SUCH AN INCREASE, BORROWER SHALL DELIVER TO THE ADMINISTRATIVE AGENT (I) A
CERTIFICATE OF EACH LOAN PARTY SIGNED BY AN AUTHORIZED OFFICER OF SUCH LOAN
PARTY (A) CERTIFYING AND ATTACHING THE RESOLUTIONS ADOPTED BY SUCH LOAN PARTY
APPROVING OR CONSENTING TO SUCH INCREASE, AND (B) IN THE CASE OF THE BORROWER,
CERTIFYING THAT, BEFORE AND AFTER GIVING EFFECT TO SUCH INCREASE, (1) THE
REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE III AND THE OTHER LOAN
DOCUMENTS ARE TRUE AND CORRECT, 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 (2) NO DEFAULT EXISTS AND
(II) LEGAL OPINIONS AND DOCUMENTS CONSISTENT WITH THOSE DELIVERED ON THE
EFFECTIVE DATE AS TO THE CORPORATE POWER AND AUTHORITY OF THE LOAN PARTIES.
(G)
WITHIN A REASONABLE TIME AFTER THE EFFECTIVE DATE OF ANY INCREASE, THE
ADMINISTRATIVE AGENT SHALL, AND IS HEREBY AUTHORIZED AND DIRECTED TO, REVISE
SCHEDULE 2.01 TO REFLECT SUCH INCREASE AND SHALL DISTRIBUTE SUCH REVISED
SCHEDULE 2.01 TO EACH OF THE LENDERS AND THE BORROWER, WHEREUPON SUCH REVISED
SCHEDULE 2.01 SHALL REPLACE THE OLD SCHEDULE 2.01 AND BECOME PART OF THIS
AGREEMENT.
ON THE BUSINESS DAY FOLLOWING ANY SUCH INCREASE, ALL OUTSTANDING ABR
LOANS SHALL BE REALLOCATED AMONG THE LENDERS (INCLUDING ANY NEWLY ADDED LENDERS)
IN ACCORDANCE WITH THE LENDERS' RESPECTIVE REVISED APPLICABLE PERCENTAGES.
EURODOLLAR LOANS SHALL NOT BE REALLOCATED AMONG THE LENDERS PRIOR TO THE
EXPIRATION OF THE APPLICABLE INTEREST PERIOD IN EFFECT AT THE TIME OF ANY SUCH
INCREASE.
SECTION 2.10.
REPAYMENT AND AMORTIZATION OF LOANS; EVIDENCE OF DEBT.
(A)
THE
BORROWER HEREBY UNCONDITIONALLY PROMISES TO PAY (I) TO THE ADMINISTRATIVE AGENT
FOR THE ACCOUNT OF EACH LENDER THE THEN UNPAID PRINCIPAL AMOUNT OF EACH
REVOLVING LOAN ON THE MATURITY DATE, (II) TO THE ADMINISTRATIVE AGENT THE THEN
UNPAID AMOUNT OF EACH PROTECTIVE ADVANCE ON THE EARLIER OF THE MATURITY DATE AND
DEMAND BY THE ADMINISTRATIVE AGENT AND (III) TO THE ADMINISTRATIVE AGENT THE
THEN UNPAID PRINCIPAL AMOUNT OF EACH OVERADVANCE ON THE EARLIER OF THE MATURITY
DATE AND DEMAND BY THE ADMINISTRATIVE AGENT.
(B)
AT ALL TIMES THAT FULL CASH DOMINION IS IN EFFECT PURSUANT TO SECTION 7.3
OF THE SECURITY AGREEMENT, ON EACH BUSINESS DAY, THE ADMINISTRATIVE AGENT SHALL
APPLY ALL FUNDS CREDITED TO THE COLLECTION ACCOUNT THE PREVIOUS BUSINESS DAY
(WHETHER OR NOT IMMEDIATELY AVAILABLE) FIRST TO PREPAY ANY PROTECTIVE ADVANCES
AND OVERADVANCES THAT MAY BE OUTSTANDING, PRO RATA, AND SECOND TO PREPAY THE
REVOLVING LOANS (INCLUDING SWING LINE LOANS) AND TO CASH COLLATERALIZE
OUTSTANDING LC EXPOSURE.
IF NO DEFAULT IS CONTINUING, THE AMOUNT OF SUCH CASH
COLLATERAL SECURING OUTSTANDING LC EXPOSURE SHALL BE RETURNED TO THE BORROWER
WITHIN THREE (3)