BE DEEMED TO HAVE DECLINED TO INCREASE
ITS COMMITMENT. THE ADMINISTRATIVE AGENT SHALL NOTIFY THE BORROWER AND EACH
LENDER OF THE LENDERS' RESPONSES TO EACH REQUEST MADE HEREUNDER. TO ACHIEVE THE
FULL AMOUNT OF A REQUESTED INCREASE, THE BORROWER 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.
(B)
IF THE AGGREGATE COMMITMENTS ARE INCREASED IN ACCORDANCE WITH THIS
SECTION 2.15, THE ADMINISTRATIVE AGENT AND THE BORROWER SHALL DETERMINE THE
CLOSING DATE (THE "INCREASE CLOSING DATE") AND THE FINAL ALLOCATION OF SUCH
INCREASE. THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY THE BORROWER AND THE
LENDERS OF THE FINAL ALLOCATION OF SUCH INCREASE AND THE INCREASE CLOSING DATE.
AS A CONDITION PRECEDENT TO SUCH INCREASE, THE BORROWER SHALL DELIVER TO THE
ADMINISTRATIVE AGENT A CERTIFICATE OF EACH LOAN PARTY DATED AS OF THE INCREASE
CLOSING DATE (IN SUFFICIENT COPIES FOR EACH LENDER) SIGNED BY A RESPONSIBLE
OFFICER OF SUCH LOAN PARTY (I) CERTIFYING AND ATTACHING THE RESOLUTIONS ADOPTED
BY SUCH LOAN PARTY APPROVING OR CONSENTING TO SUCH INCREASE, AND (II) IN THE
CASE OF THE BORROWER, 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 SUCH INCREASE CLOSING
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 2.15, 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 SUBSECTIONS (A) AND (B), RESPECTIVELY, OF SECTION 6.01, AND (B) NO
DEFAULT EXISTS. ON THE INCREASE CLOSING DATE, EACH LENDER SHALL, TO THE EXTENT
NECESSARY, MAKE A PAYMENT TO THE ADMINISTRATIVE AGENT IN AN AMOUNT SUFFICIENT,
UPON THE APPLICATION OF SUCH PAYMENTS BY ALL LENDERS TO THE REDUCTION OF
OUTSTANDING REVOLVING LOANS HELD BY THE LENDERS, TO CAUSE THE PRINCIPAL AMOUNT
OF REVOLVING LOANS OUTSTANDING MADE BY EACH LENDER TO BE IN THE AMOUNT OF ITS
PRO RATE SHARE (AFTER GIVING EFFECT TO THE INCREASE IN THE AGGREGATE COMMITMENTS
IN ACCORDANCE WITH THIS SECTION 2.15) OF ALL OUTSTANDING REVOLVING LOANS. THE
BORROWER HEREBY IRREVOCABLY AUTHORIZES EACH LENDER TO FUND TO THE ADMINISTRATIVE
AGENT THE PAYMENT REQUIRED TO BE MADE PURSUANT TO THE IMMEDIATELY PRECEDING
SENTENCE FOR APPLICATION TO THE REDUCTION OF THE OUTSTANDING REVOLVING LOANS
HELD BY THE OTHER LENDERS. IF, AS A RESULT OF THE REPAYMENT OF REVOLVING LOANS
PROVIDED FOR IN THIS SECTION 2.15, ANY PAYMENT OF EURODOLLAR RATE LOANS OCCURS
ON A DAY WHICH IS NOT THE LAST DAY OF THE APPLICABLE INTEREST PERIOD, THE
BORROWER WILL PAY TO THE ADMINISTRATIVE AGENT FOR THE BENEFIT OF ANY LENDER
HOLDING A EURODOLLAR RATE LOAN ANY LOSS OR COST INCURRED BY SUCH LENDER
RESULTING THEREFROM IN ACCORDANCE WITH SECTION