(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
53
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, (C) IMMEDIATELY AFTER GIVING EFFECT TO SUCH
INCREASE OPTION AMOUNT ON A PRO FORMA BASIS, THE BORROWERS SHALL BE PERMITTED TO
INCUR AT LEAST $1.00 OF ADDITIONAL INDEBTEDNESS PURSUANT TO THE CONSOLIDATED
COVERAGE RATIO TEST SET FORTH IN SECTION 7.03(A) AND (D) THE APPLICABLE MARGINS
FOR THE INCREASE OPTION AMOUNT SHALL BE DETERMINED BY CCR AND THE LENDERS OF THE
INCREASE OPTION AMOUNT.
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 LOANS ESTABLISHED PURSUANT TO THIS
SECTION SHALL CONSTITUTE LOANS 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 LOANS.
(F)
CONFLICTING PROVISIONS.
THIS SECTION SHALL SUPERSEDE ANY
PROVISIONS IN SECTION 2.13 OR 10.01 TO THE CONTRARY.
2.15
Joint and Several Liability.
(A)
EACH BORROWER AGREES THAT IT IS JOINTLY AND SEVERALLY LIABLE TO
THE ADMINISTRATIVE AGENT AND THE LENDERS FOR THE PAYMENT OF ALL OBLIGATIONS
ARISING UNDER THIS AGREEMENT, AND THAT SUCH LIABILITY IS INDEPENDENT OF THE
OBLIGATIONS OF THE OTHER BORROWERS.
EACH OBLIGATION, PROMISE, COVENANT,
REPRESENTATION AND WARRANTY IN THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN MADE
BY, AND BE BINDING UPON, EACH BORROWER, UNLESS THIS AGREEMENT EXPRESSLY PROVIDES
OTHERWISE.
THE ADMINISTRATIVE AGENT AND THE LENDERS MAY BRING AN ACTION AGAINST
ANY BORROWER, WHETHER AN ACTION IS BROUGHT AGAINST THE OTHER BORROWERS.
(B)
EACH BORROWER AGREES THAT ANY RELEASE WHICH MAY BE GIVEN BY THE
ADMINISTRATIVE AGENT OR THE LENDERS TO THE OTHER BORROWERS OR ANY GUARANTOR WILL
NOT