CONDITION PRECEDENT TO SUCH ADDITION, THE BORROWERS SHALL
DELIVER TO THE ADMINISTRATIVE AGENT A CERTIFICATE OF THE BORROWERS DATED AS OF
THE ADDITIONAL COMMITMENTS EFFECTIVE DATE SIGNED BY A RESPONSIBLE OFFICER OF
EACH BORROWER CERTIFYING THAT, BEFORE AND AFTER GIVING EFFECT TO SUCH INCREASE,
(I) THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE 5 AND THE OTHER LOAN
DOCUMENTS ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE
ADDITIONAL COMMITMENTS EFFECTIVE DATE, EXCEPT TO THE EXTENT THAT SUCH
REPRESENTATIONS AND WARRANTIES SPECIFICALLY REFER TO AN EARLIER DATE, IN WHICH
CASE THEY SHALL HAVE BEEN TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF SUCH
EARLIER DATE, AND EXCEPT THAT FOR PURPOSES OF THIS SECTION 2.14(B), THE
REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 5.05(A) AND SECTION 5.05(B)
SHALL BE DEEMED TO REFER TO THE MOST RECENT FINANCIAL STATEMENTS FURNISHED
PURSUANT TO SUBSECTIONS (A) AND (B), RESPECTIVELY, OF SECTION 6.01, (II) NO
DEFAULT OR EVENT OF DEFAULT EXISTS IMMEDIATELY BEFORE OR IMMEDIATELY AFTER
GIVING EFFECT TO SUCH ADDITION, (III) UHS AND ITS RESTRICTED SUBSIDIARIES SHALL
BE IN PRO FORMA COMPLIANCE WITH THE FINANCIAL COVENANT SET FORTH IN SECTION 7.11
AS OF (A) THE ADDITIONAL COMMITMENTS EFFECTIVE DATE AND (B) THE LAST DAY OF THE
MOST RECENTLY ENDED DETERMINATION PERIOD AFTER GIVING PRO FORMA EFFECT TO SUCH
ADDITIONAL REVOLVING CREDIT
58
COMMITMENT, AS APPLICABLE, THE MAKING OF ADDITIONAL REVOLVING CREDIT LOANS, AS
THE CASE MAY BE, IN RESPECT THEREOF AND ANY INVESTMENT OR DISPOSITION TO BE
CONSUMMATED IN CONNECTION THEREWITH. ON EACH ADDITIONAL COMMITMENTS EFFECTIVE
DATE, EACH APPLICABLE LENDER, ELIGIBLE ASSIGNEE OR OTHER PERSON WHICH IS
PROVIDING AN ADDITIONAL REVOLVING CREDIT COMMITMENT SHALL BECOME A "LENDER", AS
APPLICABLE, FOR ALL PURPOSES OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
(C)
ANY OTHER TERMS OF AND DOCUMENTATION ENTERED INTO IN RESPECT OF
ANY ADDITIONAL REVOLVING CREDIT COMMITMENTS PROVIDED, IN EACH CASE PURSUANT TO
THIS SECTION 2.14, TO THE EXTENT NOT CONSISTENT WITH THE REVOLVING CREDIT
COMMITMENTS, AS THE CASE MAY BE, SHALL BE REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT. ANY ADDITIONAL REVOLVING CREDIT COMMITMENTS, AS
APPLICABLE, MADE OR PROVIDED PURSUANT TO THIS SECTION 2.14 SHALL BE EVIDENCED BY
ONE OR MORE ENTRIES IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT IN
ACCORDANCE WITH THE PROVISIONS SET FORTH IN SECTION 2.11.
(D)
THIS SECTION 2.14 SHALL SUPERSEDE ANY PROVISIONS IN SECTION 10.01
TO THE CONTRARY. NOTWITHSTANDING ANY OTHER PROVISION OF ANY LOAN DOCUMENT, THE
LOAN DOCUMENTS MAY BE AMENDED BY THE ADMINISTRATIVE AGENT AND THE LOAN PARTIES,
IF NECESSARY, TO PROVIDE FOR TERMS APPLICABLE TO EACH ADDITIONAL REVOLVING
CREDIT COMMITMENT.
SECTION 2.15. Eligible Accounts and Eligible Unbilled Accounts. All of the
Accounts owned by Borrowers and their Subsidiaries and reflected in the most
recent Borrowing Base Certificate (to the extent required to be reflected
pursuant to Section 6.01(e)) delivered by Borrowers to Administrative Agent
shall be "Eligible Accounts" or, as applicable, "Eligible Unbilled Accounts" for
purposes of this Agreement, except any Account to which any of the exclusionary
criteria set forth