BORROWER AND EACH REVOLVING
CREDIT LENDER OF THE REVOLVING CREDIT LENDERS' RESPONSES TO EACH REQUEST MADE
HEREUNDER.
(C)
ADDITIONAL REVOLVING CREDIT LENDERS.
SUBJECT TO THE APPROVAL OF
THE ADMINISTRATIVE AGENTS, THE JOINT LEAD ARRANGERS, THE ISSUING BANK AND THE
SWING LINE LENDER (WHICH APPROVALS SHALL NOT BE UNREASONABLY WITHHELD), THE
BORROWER MAY, IN LIEU OF OR IN ADDITION TO REQUESTING THAT THE REVOLVING CREDIT
LENDERS PROVIDE SUCH INCREASE, INVITE ADDITIONAL ELIGIBLE ASSIGNEES TO BECOME
REVOLVING CREDIT LENDERS PURSUANT TO A JOINDER AGREEMENT IN FORM AND SUBSTANCE
SATISFACTORY TO THE JOINT LEAD ARRANGERS AND THEIR COUNSEL.
(D)
EFFECTIVE DATE AND ALLOCATIONS.
IF THE REVOLVING CREDIT FACILITY
IS INCREASED IN ACCORDANCE WITH THIS SECTION, THE PAYING AGENT AND THE BORROWER
SHALL DETERMINE THE EFFECTIVE DATE (THE "REVOLVING CREDIT INCREASE EFFECTIVE
DATE") AND THE FINAL ALLOCATION OF SUCH INCREASE.
THE PAYING AGENT SHALL
PROMPTLY NOTIFY THE BORROWER AND THE REVOLVING CREDIT LENDERS (INCLUDING
ELIGIBLE ASSIGNEES THAT BECOME REVOLVING CREDIT LENDERS IN ACCORDANCE WITH
CLAUSE (C) ABOVE) OF THE FINAL ALLOCATION OF SUCH INCREASE AND THE REVOLVING
CREDIT INCREASE EFFECTIVE DATE.
(E)
CONDITIONS TO EFFECTIVENESS OF INCREASE.
AS A CONDITION PRECEDENT
TO SUCH INCREASE, THE BORROWER SHALL DELIVER TO THE PAYING AGENT A CERTIFICATE
OF EACH LOAN PARTY DATED AS OF THE REVOLVING CREDIT INCREASE EFFECTIVE 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 IV AND THE OTHER LOAN
DOCUMENTS ARE TRUE AND CORRECT ON AND AS
45
OF THE REVOLVING CREDIT 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 2.17, THE REPRESENTATIONS AND WARRANTIES CONTAINED IN
SUBSECTIONS (G) AND (H) OF SECTION 4.01 SHALL BE DEEMED TO REFER TO THE MOST
RECENT STATEMENTS FURNISHED PURSUANT TO SUBSECTIONS (B) AND (C), RESPECTIVELY,
OF SECTION 5.03, (B) NO DEFAULT EXISTS, (C) THE AGGREGATE OF (X) 85% OF THE BOOK
VALUE OF ACCOUNTS RECEIVABLES THAT CONSTITUTE COLLATERAL AND (Y) 65% OF THE BOOK
VALUE OF INVENTORY THAT CONSTITUTES COLLATERAL EXCEEDS THE SUM OF (X) AGGREGATE
PRINCIPAL AMOUNT OUTSTANDING UNDER THE REVOLVING CREDIT FACILITY AT SUCH TIME
(INCLUDING OUTSTANDING LETTERS OF CREDIT AND SWING LINE ADVANCES) PLUS (Y) THE
AGGREGATE AMOUNT OF OBLIGATIONS OUTSTANDING UNDER SECURED CASH MANAGEMENT
AGREEMENTS PLUS (Z) THE AGGREGATE AGREEMENT VALUE OF ALL SECURED HEDGE
AGREEMENTS AT SUCH TIME AND (D) THE BORROWER IS IN PRO FORMA COMPLIANCE WITH THE
COVENANTS IN SECTION 5.04.
THE BORROWER SHALL PREPAY ANY REVOLVING CREDIT LOANS
OUTSTANDING ON THE REVOLVING CREDIT INCREASE EFFECTIVE DATE (AND PAY ANY
ADDITIONAL AMOUNTS REQUIRED PURSUANT TO SECTION 8.04(C)) TO THE EXTENT NECESSARY
TO KEEP THE OUTSTANDING REVOLVING CREDIT