AGENT;
ADDITIONAL LENDERS. THE ADMINISTRATIVE AGENT SHALL NOTIFY THE BORROWERS AND EACH
LENDER OF THE LENDERS' RESPONSES TO EACH REQUEST MADE HEREUNDER. TO ACHIEVE THE
FULL AMOUNT OF A REQUESTED INCREASE AND SUBJECT TO THE APPROVAL OF THE
ADMINISTRATIVE AGENT AND THE SWINGLINE LENDER (WHICH APPROVALS SHALL NOT BE
UNREASONABLY WITHHELD), THE BORROWERS MAY ALSO INVITE ADDITIONAL ELIGIBLE
ASSIGNEES TO BECOME LENDERS PURSUANT TO A JOINDER AGREEMENT IN FORM AND
SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT AND ITS COUNSEL.
(D)
EFFECTIVE DATE AND ALLOCATIONS. IF THE
AGGREGATE COMMITMENTS ARE INCREASED IN ACCORDANCE WITH THIS SECTION, THE
ADMINISTRATIVE AGENT AND THE BORROWERS SHALL DETERMINE THE EFFECTIVE DATE (THE
"INCREASE EFFECTIVE DATE") AND THE FINAL ALLOCATION OF SUCH INCREASE. THE
ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY THE BORROWERS AND THE LENDERS OF THE
FINAL ALLOCATION OF SUCH INCREASE AND THE INCREASE EFFECTIVE DATE.
(E)
CONDITIONS TO EFFECTIVENESS OF INCREASE. AS
A CONDITION PRECEDENT TO SUCH INCREASE, THE BORROWERS SHALL DELIVER TO THE
ADMINISTRATIVE AGENT A CERTIFICATE OF EACH BORROWER DATED AS OF THE INCREASE
EFFECTIVE DATE (IN SUFFICIENT COPIES FOR EACH LENDER) SIGNED BY A RESPONSIBLE
OFFICER OF SUCH BORROWER (I) CERTIFYING AND ATTACHING THE RESOLUTIONS ADOPTED BY
SUCH BORROWER APPROVING 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.
38
(F)
LOANS; REALLOCATION OF OUTSTANDING
AMOUNTS.
(I)
EXCEPT AS SET FORTH IN
SUBSECTION (II) OF THIS SUBSECTION (F), IF ANY BANK, FINANCIAL INSTITUTION OR
OTHER ENTITY 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
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