BORROWER'S EXPENSE, TO EACH SUCH ADDITIONAL
COMMITMENT LENDER, TO BE IN CONFORMITY WITH REQUIREMENTS OF SECTION 2.10 (WITH
APPROPRIATE MODIFICATION) TO THE EXTENT NECESSARY TO REFLECT THE NEW COMMITMENT
OF SUCH ADDITIONAL COMMITMENT LENDER; AND
(VI) THE BORROWER AND THE ADDITIONAL COMMITMENT LENDERS SHALL HAVE DELIVERED
SUCH OTHER INSTRUMENTS, DOCUMENTS AND AGREEMENTS AS THE AGENT MAY REASONABLY
REQUEST.
(C) THE AGENT SHALL PROMPTLY NOTIFY EACH LENDER AS TO THE EFFECTIVENESS OF EACH
COMMITMENT INCREASE (WITH EACH DATE OF SUCH EFFECTIVENESS BEING REFERRED TO
HEREIN AS A "COMMITMENT INCREASE DATE"), AND AT SUCH TIME (I) THE AGGREGATE
TOTAL COMMITMENTS UNDER, AND FOR ALL PURPOSES OF, THIS AGREEMENT SHALL BE
INCREASED BY THE AGGREGATE AMOUNT OF SUCH COMMITMENT INCREASES (II) THE
COMMITMENT SCHEDULE SHALL BE DEEMED MODIFIED, WITHOUT FURTHER ACTION, TO REFLECT
THE REVISED COMMITMENTS OF THE LENDERS, AND (III) THIS AGREEMENT SHALL BE DEEMED
AMENDED, WITHOUT FURTHER ACTION, TO THE EXTENT NECESSARY TO REFLECT SUCH
INCREASED AGGREGATE TOTAL COMMITMENTS.
(D) IN CONNECTION WITH COMMITMENT INCREASES HEREUNDER, THE LENDERS AND THE
BORROWER AGREE THAT, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT,
(I) THE BORROWER SHALL, IN COORDINATION WITH THE AGENT, (A) REPAY OUTSTANDING
LOANS OF CERTAIN LENDERS, AND OBTAIN LOANS FROM CERTAIN OTHER LENDERS (INCLUDING
THE ADDITIONAL COMMITMENT LENDERS), OR (B) TAKE SUCH OTHER ACTIONS AS REASONABLY
MAY BE REQUIRED BY THE AGENT, IN EACH CASE TO THE EXTENT NECESSARY SO THAT ALL
OF THE LENDERS EFFECTIVELY PARTICIPATE IN EACH OF THE OUTSTANDING LOANS PRO RATA
ON THE BASIS OF THEIR APPLICABLE PERCENTAGES (DETERMINED AFTER GIVING EFFECT TO
ANY INCREASE IN THE AGGREGATE TOTAL COMMITMENTS PURSUANT TO THIS SECTION 2.23),
AND (II) THE BORROWER SHALL PAY TO THE LENDERS ANY COSTS OF THE TYPE REFERRED TO
IN SECTION 2.16 IN CONNECTION WITH ANY REPAYMENT AND/OR LOANS REQUIRED PURSUANT
TO PRECEDING CLAUSE (I).
WITHOUT LIMITING THE OBLIGATIONS OF THE BORROWER
PROVIDED FOR IN THIS SECTION 2.23, THE AGENT AND THE LENDERS AGREE THAT THEY
WILL USE THEIR COMMERCIALLY REASONABLE EFFORTS TO ATTEMPT TO MINIMIZE THE COSTS
OF
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THE TYPE REFERRED TO IN SECTION 2.16 WHICH THE BORROWER WOULD OTHERWISE OCCUR IN
CONNECTION WITH THE IMPLEMENTATION OF AN INCREASE IN THE AGGREGATE TOTAL
COMMITMENTS.
ARTICLE III
Representations and Warranties
Each Loan Party represents and warrants to the Lenders that:
SECTION 3.01. ORGANIZATION; POWERS.
EACH OF THE LOAN PARTIES AND EACH OF ITS
SUBSIDIARIES IS DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE
LAWS OF THE JURISDICTION OF ITS ORGANIZATION, HAS ALL REQUISITE POWER AND
AUTHORITY TO OWN ITS PROPERTY AND ASSETS AND TO CARRY ON ITS BUSINESS AS NOW
CONDUCTED AND, EXCEPT WHERE THE FAILURE TO DO SO, INDIVIDUALLY OR IN THE
AGGREGATE, WOULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE
EFFECT, IS QUALIFIED TO DO BUSINESS IN, AND IS IN GOOD STANDING IN, EVERY
JURISDICTION WHERE SUCH QUALIFICATION IS REQUIRED.
SECTION 3.02. AUTHORIZATION; ENFORCEABILITY.
THE TRANSACTIONS ARE WITHIN EACH
APPLICABLE LOAN PARTY'S CORPORATE POWERS AND HAVE BEEN DULY AUTHORIZED BY ALL
NECESSARY CORPORATE AND, IF