Facility Commitments shall be deemed to be
Commitments under the Tranche A Facility for all purposes of the Credit
Agreement and the other Loan Documents.
SECTION 3. CONDITIONS PRECEDENT. THIS AGREEMENT SHALL BECOME EFFECTIVE AS OF THE
INCREASE EFFECTIVE DATE UPON THE SATISFACTION ON OR PRIOR TO SUCH DATE OF THE
FOLLOWING CONDITIONS PRECEDENT:
(A)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED COUNTERPARTS OF THIS AGREEMENT
THAT, WHEN TAKEN TOGETHER, BEAR THE SIGNATURES OF THE BORROWER, THE INCREMENTAL
TRANCHE A FACILITY LENDERS AND THE ADMINISTRATIVE AGENT.
(B)
ON THE INCREASE EFFECTIVE DATE, EACH OF THE STATEMENTS SET FORTH IN
CLAUSES (B)(I) AND (II) OF SECTION 3.2 OF THE CREDIT AGREEMENT SHALL BE TRUE AND
CORRECT, AND THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A CERTIFICATE TO THAT
EFFECT DATED SUCH DATE AND EXECUTED BY A RESPONSIBLE OFFICER OF THE BORROWER.
(C)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED (ON BEHALF OF ITSELF AND THE
LENDERS) ALL FEES AND OTHER AMOUNTS DUE AND PAYABLE ON OR PRIOR TO THE INCREASE
EFFECTIVE DATE, INCLUDING, TO THE EXTENT INVOICED, REIMBURSEMENT OR PAYMENT OF
ALL OUT-OF-POCKET EXPENSES REQUIRED TO BE REIMBURSED OR PAID BY THE BORROWER
HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT.
SECTION 4. CERTAIN AGREEMENTS. FOR THE AVOIDANCE OF DOUBT AND WITHOUT LIMITING
THE APPLICATION THEREOF, THE PARTIES HERETO HEREBY AGREE THAT THE PROVISIONS OF
SECTIONS 11.3 AND 11.4 OF THE CREDIT AGREEMENT SHALL APPLY TO THE EXECUTION AND
DELIVERY OF, AND THE PERFORMANCE OF THE PARTIES' RESPECTIVE OBLIGATIONS UNDER,
THIS AGREEMENT.
SECTION 5. APPLICABLE LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 6. NOTICES. ALL NOTICES HEREUNDER SHALL BE GIVEN IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 11.8 OF THE CREDIT AGREEMENT.
SECTION 7. COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS (AND BY
DIFFERENT PARTIES HERETO ON DIFFERENT COUNTERPARTS), EACH OF WHICH SHALL
CONSTITUTE AN ORIGINAL BUT ALL OF WHICH WHEN TAKEN TOGETHER SHALL CONSTITUTE A
SINGLE CONTRACT, AND SHALL BECOME EFFECTIVE AS PROVIDED IN SECTION 3 HEREOF.
DELIVERY OF AN EXECUTED SIGNATURE PAGE TO THIS AGREEMENT BY FACSIMILE
TRANSMISSION SHALL BE AS EFFECTIVE AS DELIVERY OF A MANUALLY SIGNED COUNTERPART
OF THIS AGREEMENT.
SECTION 8. HEADINGS. THE HEADINGS AND COVER PAGE OF THIS AGREEMENT ARE FOR
CONVENIENCE OF REFERENCE ONLY, ARE NOT PART OF THIS AGREEMENT AND ARE NOT TO
AFFECT THE CONSTRUCTION OF, OR TO BE TAKEN INTO CONSIDERATION IN INTERPRETING,
THIS AGREEMENT.
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SECTION 9. AMENDMENTS, ETC. THIS AGREEMENT MAY NOT BE AMENDED, SUPPLEMENTED OR
OTHERWISE MODIFIED OTHER THAN IN A WRITING SIGNED BY EACH OF THE PARTIES HERETO.
SECTION 10. ACKNOWLEDGEMENT OF SUBSIDIARY GUARANTORS. EACH OF THE SUBSIDIARY
GUARANTORS HEREBY ACKNOWLEDGES ITS RECEIPT OF A COPY OF THIS AGREEMENT AND ITS
REVIEW OF THE TERMS AND CONDITIONS HEREOF, AND EACH OF THE SUBSIDIARY GUARANTORS
HEREBY CONSENTS TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY, AND HEREBY CONFIRMS ITS GUARANTEE AND, AS
APPLICABLE, ITS GRANT OF COLLATERAL UNDER THE GUARANTY AND