TO THE APPROVAL OF THE ADMINISTRATIVE AGENT (WHICH APPROVAL
SHALL NOT BE UNREASONABLY WITHHELD), (III) EACH AUGMENTING LENDER, IF NOT
ALREADY A LENDER HEREUNDER, SHALL BECOME A PARTY TO THIS AGREEMENT BY COMPLETING
AND DELIVERING TO THE ADMINISTRATIVE AGENT A DULY EXECUTED ACCESSION AGREEMENT
IN A FORM SATISFACTORY TO THE ADMINISTRATIVE AGENT AND THE BORROWER AND (IV) NO
LENDER SHALL HAVE ANY OBLIGATION HEREUNDER TO BECOME AN AUGMENTING LENDER AND
ANY ELECTION TO DO SO SHALL BE IN THE SOLE DISCRETION OF EACH LENDER.
ANY SUCH
NOTICE SHALL SET FORTH THE AMOUNT OF THE REQUESTED INCREASE IN THE AGGREGATE
REVOLVING COMMITMENTS AND THE DATE ON WHICH SUCH INCREASE IS REQUESTED TO BECOME
EFFECTIVE.
INCREASES AND NEW REVOLVING COMMITMENTS CREATED PURSUANT TO THIS
SECTION 2.08(D) SHALL BECOME EFFECTIVE ON THE DATE SPECIFIED IN THE NOTICE
DELIVERED BY THE BORROWER PURSUANT TO THE FIRST SENTENCE OF THIS SECTION
2.08(D).
NOTWITHSTANDING THE FOREGOING, NO INCREASE IN THE AGGREGATE REVOLVING
COMMITMENTS (OR IN THE REVOLVING COMMITMENT OF ANY LENDER) SHALL BECOME
EFFECTIVE UNDER THIS SECTION 2.08(D) UNLESS, (I) ON THE DATE OF SUCH INCREASE,
THE CONDITIONS SET FORTH
38
IN SECTIONS 4.02(A) AND 4.02(B) SHALL BE SATISFIED (AS THOUGH A BORROWING WERE
BEING MADE ON SUCH DATE) AND THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A
CERTIFICATE TO THAT EFFECT DATED AS OF SUCH DATE AND EXECUTED BY A RESPONSIBLE
OFFICER OF THE BORROWER AND (II) THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
(TO THE EXTENT REQUESTED BY THE ADMINISTRATIVE AGENT REASONABLY IN ADVANCE OF
SUCH DATE) DOCUMENTS CONSISTENT WITH THOSE DELIVERED UNDER SECTIONS 4.01(B) AND
4.01(C) AS TO THE CORPORATE POWER AND AUTHORITY OF THE BORROWER TO BORROW SUCH
INCREASED AMOUNTS AND AS TO THE ENFORCEABILITY OF THIS AGREEMENT AFTER GIVING
EFFECT TO SUCH INCREASE.
(E)
AT THE TIME THAT ANY INCREASE IN THE TOTAL COMMITMENTS PURSUANT TO SECTION
2.08(D) (A "COMMITMENT INCREASE") BECOMES EFFECTIVE, IF ANY LOANS ARE
OUTSTANDING, THE BORROWER SHALL PREPAY IN ACCORDANCE WITH SECTION 2.11 THE
AGGREGATE PRINCIPAL AMOUNT OF ALL LOANS OUTSTANDING (THE "INITIAL LOANS");
PROVIDED THAT (I) NOTHING IN THIS SECTION SHALL PREVENT THE BORROWER FROM
FUNDING THE PREPAYMENT OF INITIAL LOANS WITH CONCURRENT BORROWINGS HEREUNDER IN
ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT, GIVING EFFECT TO THE
COMMITMENT INCREASE AND (II) NO SUCH PREPAYMENT SHALL BE REQUIRED IF, AFTER
GIVING EFFECT TO THE COMMITMENT INCREASE, EACH LENDER HAS THE SAME APPLICABLE
PERCENTAGE AS IMMEDIATELY PRIOR TO SUCH COMMITMENT INCREASE.
(F)
AT THE TIME THAT ANY COMMITMENT INCREASE BECOMES EFFECTIVE, IF ANY LETTERS
OF CREDIT ISSUED HEREUNDER REMAIN OUTSTANDING, EACH LENDER'S PARTICIPATION IN
SUCH LETTERS OF CREDIT WILL BE ADJUSTED IN ACCORDANCE WITH SUCH LENDER'S
APPLICABLE PERCENTAGE, AFTER GIVING EFFECT TO SUCH COMMITMENT INCREASE.
SECTION 2.09.
REPAYMENT OF LOANS; EVIDENCE OF DEBT.
(A)
THE BORROWER HEREBY
UNCONDITIONALLY PROMISES TO PAY (I) TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT
OF EACH LENDER THE THEN UNPAID PRINCIPAL AMOUNT OF EACH REVOLVING LOAN OF SUCH
LENDER ON THE REVOLVING MATURITY DATE, (II) TO THE ADMINISTRATIVE AGENT FOR THE
ACCOUNT OF EACH