NOTIFY CCR AND THE LENDERS OF THE FINAL ALLOCATION OF SUCH
INCREASE AND THE INCREASE EFFECTIVE DATE.
(D)
CONDITIONS TO EFFECTIVENESS OF INCREASE.
AS A CONDITION PRECEDENT
TO SUCH INCREASE, THE BORROWERS SHALL DELIVER TO THE ADMINISTRATIVE AGENT A
CERTIFICATE OF EACH LOAN PARTY DATED AS OF THE 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 BORROWERS,
CERTIFYING THAT, BEFORE AND AFTER GIVING EFFECT TO SUCH INCREASE (ON A PRO FORMA
BASIS), (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 2.14, 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, (B) NO DEFAULT EXISTS AND
(C) THE APPLICABLE MARGINS FOR THE INCREASE OPTION AMOUNT SHALL BE DETERMINED BY
CCR AND THE LENDERS OF THE INCREASE OPTION AMOUNT.
IF CCR SHALL INCREASE THE
REVOLVING COMMITMENT, THE BORROWERS SHALL PREPAY ANY REVOLVING LOANS OUTSTANDING
ON THE INCREASE EFFECTIVE DATE (AND PAY ANY ADDITIONAL AMOUNTS REQUIRED PURSUANT
TO SECTION 3.05) TO THE EXTENT NECESSARY TO KEEP THE OUTSTANDING REVOLVING LOANS
RATABLE WITH ANY REVISED PRO RATA SHARES ARISING FROM ANY NONRATABLE INCREASE IN
THE REVOLVING COMMITMENTS UNDER THIS SECTION.
THE BORROWERS SHALL ALSO PAY ANY
COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEY COSTS,
TITLE INSURANCE PREMIUMS AND FILING FEES) INCURRED IN CONNECTION WITH THE
INCREASE OF ANY COMMITMENT PURSUANT TO THIS SECTION 2.14.
(E)
EQUAL AND RATABLE BENEFIT.
THE TERM LOANS AND REVOLVING
COMMITMENTS ESTABLISHED PURSUANT TO THIS SECTION SHALL CONSTITUTE TERM LOANS AND
REVOLVING COMMITMENTS UNDER, AND SHALL BE ENTITLED TO ALL THE BENEFITS AFFORDED
BY, THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND SHALL, WITHOUT LIMITING THE
FOREGOING, BENEFIT EQUALLY AND RATABLY FROM THE GUARANTEES AND SECURITY
INTERESTS CREATED BY THE COLLATERAL DOCUMENTS.
THE LOAN PARTIES SHALL TAKE ANY
ACTIONS REASONABLY REQUIRED BY THE ADMINISTRATIVE AGENT TO ENSURE AND/OR
DEMONSTRATE THAT THE LIEN AND SECURITY INTERESTS GRANTED BY THE SECURITY
DOCUMENTS CONTINUE TO BE PERFECTED UNDER THE UCC OR OTHERWISE AFTER GIVING
EFFECT TO THE ESTABLISHMENT OF ANY SUCH INCREASE TERM LOANS OR ANY SUCH NEW
REVOLVING COMMITMENTS.
(F)
CONFLICTING PROVISIONS.
THIS SECTION SHALL SUPERSEDE ANY
PROVISIONS IN SECTION 2.13 OR 10.01 TO THE CONTRARY.
61
2.15
Joint and Several Liability.
(A)
EACH BORROWER AGREES THAT IT IS JOINTLY AND SEVERALLY LIABLE TO
THE ADMINISTRATIVE AGENT, THE L/C ISSUER AND THE LENDERS FOR THE PAYMENT OF ALL
OBLIGATIONS ARISING UNDER THIS AGREEMENT, AND THAT SUCH LIABILITY