OR CONSENTING TO SUCH INCREASE, AND (II) CERTIFYING THAT, BEFORE AND
AFTER GIVING EFFECT TO SUCH INCREASE, (A) 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 2.13, 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, AND (B) NO DEFAULT EXISTS.
(F)
LOANS; REALLOCATION OF OUTSTANDING AMOUNTS.
(I)
EXCEPT AS SET FORTH IN SUBSECTION (II) OF THIS SUBSECTION (F), IF
ANY ELIGIBLE ASSIGNEE BECOMES A LENDER HEREUNDER OR ANY LENDER'S COMMITMENT IS
INCREASED PURSUANT TO THIS SECTION, LOANS MADE ON OR AFTER THE APPLICABLE
INCREASE EFFECTIVE DATE SHALL BE MADE IN ACCORDANCE WITH THE APPLICABLE
PERCENTAGES OF EACH LENDER IN EFFECT ON AND AFTER SUCH INCREASE EFFECTIVE DATE
(EXCEPT TO THE EXTENT THAT ANY SUCH LOAN WOULD RESULT IN ANY LENDER MAKING AN
AGGREGATE PRINCIPAL AMOUNT OF LOANS IN EXCESS OF ITS COMMITMENT, IN WHICH CASE
SUCH EXCESS
39
AMOUNT WILL BE ALLOCATED TO AND MADE BY, ANY NEW LENDERS AND LENDERS WITH
INCREASED COMMITMENTS PURSUANT TO SUBSECTION (B) ABOVE, IN EACH CASE, IN
ACCORDANCE WITH THEIR APPLICABLE PERCENTAGES).
(II)
UPON ANY INCREASE IN THE AGGREGATE COMMITMENT AMOUNT PURSUANT TO
THIS SECTION 2.13 THAT IS NOT PRO RATA AMONG ALL LENDERS, WITHIN 5 BUSINESS
DAYS, IN THE CASE OF ANY BASE RATE LOANS OUTSTANDING ON THE INCREASE EFFECTIVE
DATE, AND AT THE END OF THE THEN CURRENT INTEREST PERIOD WITH RESPECT THERETO IN
THE CASE OF ANY FIXED PERIOD EURODOLLAR LOANS THEN OUTSTANDING, THE APPLICABLE
BORROWER SHALL PREPAY SUCH LOANS IN THEIR ENTIRETY AND, TO THE EXTENT SUCH
BORROWER ELECTS TO DO SO AND SUBJECT TO THE CONDITIONS SPECIFIED IN ARTICLE IV,
THE BORROWERS SHALL REBORROW SUCH LOANS FROM THE LENDERS IN PROPORTION TO THEIR
APPLICABLE PERCENTAGES AFTER GIVING EFFECT TO SUCH INCREASE, UNTIL SUCH TIME AS
ALL OUTSTANDING REVOLVING LOANS ARE HELD BY THE LENDERS IN SUCH PROPORTION.
(G)
CONFLICTING PROVISIONS.
THIS SECTION SHALL SUPERSEDE ANY
PROVISIONS IN SECTION 2.12 OR 10.01 TO THE CONTRARY.
2.14
CONCERNING JOINT AND SEVERAL LIABILITY OF THE BORROWERS.
(A)
EACH OF THE BORROWERS IS ACCEPTING JOINT AND SEVERAL LIABILITY
HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS IN CONSIDERATION OF THE FINANCIAL
ACCOMMODATIONS TO BE PROVIDED BY THE LENDERS AND THE ADMINISTRATIVE AGENT UNDER
THIS CREDIT AGREEMENT, FOR THE MUTUAL BENEFIT, DIRECTLY AND INDIRECTLY, OF EACH
OF THE BORROWERS AND IN CONSIDERATION OF THE UNDERTAKINGS OF EACH OTHER BORROWER
TO ACCEPT JOINT AND SEVERAL LIABILITY FOR THE OBLIGATIONS.
(B)
EACH OF THE BORROWERS, JOINTLY AND SEVERALLY, HEREBY IRREVOCABLY
AND UNCONDITIONALLY ACCEPTS, NOT MERELY AS A SURETY BUT ALSO AS A PRIMARY
OBLIGOR AND CO-DEBTOR, JOINT