Commitment Increase.
In addition
to the requirements set forth in Articles III A and B, the obligation of Lenders
(as such Lenders are defined as of the applicable date of determination) and
Agent Bank to make available the Commitment Increase is subject to and
contingent upon (i) satisfaction of each of the conditions and requirements set
forth in Section 2.01(e), and (ii) Agent Bank having received in each case in
form and substance reasonably satisfactory to Agent Bank or in the case of an
occurrence, action or event, the occurrence of each of the following:
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SECTION 3.24.
GUARANTY AFFIRMATION.
THE GUARANTOR SHALL HAVE CONSENTED
TO THE COMMITMENT INCREASE AND RATIFIED AND AFFIRMED THE GUARANTY AS APPLICABLE
TO THE COMMITMENT INCREASE.
SECTION 3.25.
AMENDMENTS TO SECURITY DOCUMENTS.
BORROWER SHALL EXECUTE
AND DELIVER TO AGENT BANK SUCH AMENDMENTS TO THE SECURITY DOCUMENTATION AS MAY
BE REQUIRED BY AGENT BANK TO ADD THE COMMITMENT INCREASE AS AN OBLIGATION
SECURED BY THE SECURITY DOCUMENTATION.
SECTION 3.26.
REVOLVING CREDIT NOTE.
BORROWER SHALL EXECUTE AND DELIVER
AN AMENDMENT AND RESTATEMENT OF THE REVOLVING CREDIT NOTE, IN A FORM REASONABLY
ACCEPTABLE TO AGENT BANK, IN THE AMOUNT OF THE THEN AGGREGATE COMMITMENT AS
INCREASED BY THE COMMITMENT INCREASE.
SECTION 3.27.
OPINION OF COUNSEL - COMMITMENT INCREASE.
AN OPINION OF
COUNSEL TO THE BORROWER AND ADDRESSED TO THE AGENT BANK ON BEHALF OF ITSELF AND
EACH OF THE BANKS, TOGETHER WITH THEIR RESPECTIVE SUCCESSORS AND ASSIGNS,
OPINING AS TO SUCH MATTERS AS ARE REASONABLY REQUIRED BY AGENT BANK AND THE
REQUISITE LENDERS.
SECTION 3.28.
ENDORSEMENT OF TITLE INSURANCE POLICY.
AS OF THE
COMMITMENT INCREASE EFFECTIVE DATE, BORROWER, AT BORROWER'S EXPENSE, SHALL CAUSE
THE TITLE INSURANCE POLICY TO BE ENDORSED WITH AN 108.8 OR OTHER APPROPRIATE
ENDORSEMENT FOR THE PURPOSE OF INCREASING THE POLICY INSURED AMOUNT BY THE
AMOUNT OF THE COMMITMENT INCREASE.
SECTION 3.29.
REIMBURSEMENT FOR EXPENSES AND FEES.
REIMBURSEMENT BY
BORROWER FOR ALL REASONABLE FEES AND OUT-OF-POCKET EXPENSES INCURRED BY AGENT
BANK IN CONNECTION WITH THE COMMITMENT INCREASE, INCLUDING, BUT NOT LIMITED TO,
TITLE INSURANCE PREMIUMS, REASONABLE ATTORNEY'S FEES OF HENDERSON & MORGAN, LLC
AND ALL OTHER LIKE FEES AND EXPENSES RELATING TO THE COMMITMENT INCREASE
EFFECTIVE DATE, PROVIDED THAT THE AMOUNT THEN INVOICED SHALL NOT THEREAFTER
PRECLUDE BORROWER'S OBLIGATION TO PAY SUCH COSTS AND EXPENSES RELATING TO THE
COMMITMENT INCREASE FOLLOWING THE COMMITMENT INCREASE EFFECTIVE DATE OR TO
REIMBURSE AGENT BANK FOR THE PAYMENT THEREOF.
SECTION 3.30.
PRO FORMA FINANCIAL COMPLIANCE.
THE BORROWER SHALL
DELIVER A DULY EXECUTED AND COMPLETED COMPLIANCE CERTIFICATE, AS OF THE END OF
THE MOST RECENTLY ENDED FISCAL QUARTER, PREPARED ON A PRO FORMA BASIS BASED ON
THE ASSUMPTION THAT THE COMMITMENT INCREASE HAD OCCURRED ONE (1) YEAR PRIOR TO
THE END OF THE MOST RECENTLY ENDED FISCAL QUARTER, EVIDENCING PRO FORMA
COMPLIANCE WITH EACH OF THE FINANCIAL COVENANTS.
SECTION 3.31.
ADDITIONAL DOCUMENTS AND STATEMENTS.
SUCH ADDITIONAL
DOCUMENTS, AFFIDAVITS, CERTIFICATES AND OPINIONS AS AGENT BANK MAY REASONABLY
REQUIRE TO
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INSURE COMPLIANCE WITH THIS CREDIT AGREEMENT.
THE STATEMENTS SET FORTH IN