UNREASONABLY WITHHELD), THE BORROWER MAY ALSO INVITE ADDITIONAL ELIGIBLE
ASSIGNEES TO BECOME REVOLVING 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 REVOLVING
COMMITMENTS ARE INCREASED IN ACCORDANCE WITH THIS SECTION, THE ADMINISTRATIVE
AGENT AND THE BORROWER SHALL DETERMINE THE EFFECTIVE DATE (THE "INCREASE
EFFECTIVE DATE") AND THE FINAL ALLOCATION OF SUCH INCREASE.
THE ADMINISTRATIVE
AGENT SHALL PROMPTLY NOTIFY THE BORROWER AND THE REVOLVING 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 BORROWER SHALL DELIVER TO THE ADMINISTRATIVE AGENT A
CERTIFICATE OF THE BORROWER DATED AS OF THE INCREASE EFFECTIVE DATE (IN
SUFFICIENT COPIES FOR EACH REVOLVING LENDER) SIGNED BY A RESPONSIBLE OFFICER OF
THE BORROWER (I) CERTIFYING AND ATTACHING THE RESOLUTIONS ADOPTED BY THE
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, 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.
THE BORROWER SHALL PREPAY ANY
COMMITTED 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 COMMITTED REVOLVING LOANS RATABLE WITH ANY
REVISED APPLICABLE PERCENTAGES ARISING FROM ANY NONRATABLE INCREASE IN THE
COMMITMENTS UNDER THIS SECTION AND SHALL PROVIDE A NOTE TO ANY NEW REVOLVING
LENDER JOINING IN THE INCREASE EFFECTIVE DATE, IF REQUESTED.
(F)
CONFLICTING PROVISIONS.
THIS SECTION SHALL SUPERSEDE ANY
PROVISIONS IN SECTIONS 2.14 OR 10.01 TO THE CONTRARY.
(G)
FEES.
THE BORROWER SHALL PAY SUCH FEES TO THE ADMINISTRATIVE
AGENT, FOR ITS OWN ACCOUNT AND FOR THE BENEFIT OF THE REVOLVING LENDERS
PROVIDING SUCH ADDITIONAL COMMITMENTS, AS DETERMINED AT THE TIME OF SUCH
INCREASE.
45
ARTICLE III
TAXES, YIELD PROTECTION AND ILLEGALITY
3.01
TAXES.
(A)
PAYMENTS FREE OF TAXES.
ANY AND ALL PAYMENTS BY OR ON ACCOUNT OF
ANY OBLIGATION OF THE LOAN PARTIES HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT
SHALL BE MADE FREE AND CLEAR OF AND WITHOUT REDUCTION OR WITHHOLDING FOR ANY
INDEMNIFIED TAXES OR OTHER TAXES, PROVIDED THAT IF THE LOAN PARTIES SHALL BE
REQUIRED BY APPLICABLE LAW TO DEDUCT ANY INDEMNIFIED TAXES (INCLUDING ANY OTHER
TAXES) FROM SUCH PAYMENTS, THEN (I) THE SUM PAYABLE SHALL BE INCREASED AS
NECESSARY SO THAT AFTER MAKING ALL REQUIRED DEDUCTIONS (INCLUDING DEDUCTIONS
APPLICABLE TO ADDITIONAL SUMS PAYABLE UNDER