CONSENT.
(B)
IF THE AGGREGATE 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 LENDERS OF THE FINAL ALLOCATION OF SUCH INCREASE AND THE
INCREASE EFFECTIVE DATE.
AS A CONDITION PRECEDENT TO SUCH INCREASE, THE
BORROWER SHALL DELIVER TO THE ADMINISTRATIVE AGENT A CERTIFICATE OF EACH LOAN
PARTY DATED AS OF THE INCREASE EFFECTIVE DATE
36
(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 V AND THE OTHER LOAN
DOCUMENTS ARE TRUE AND CORRECT ON AND AS OF THE EXTENSION 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 2.13, 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 SUBSECTIONS (A) AND
(B), RESPECTIVELY, OF SECTION 6.01, AND (B) NO DEFAULT EXISTS.
THE BORROWER
SHALL PREPAY ANY 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 LOANS RATABLE WITH ANY REVISED PRO RATA SHARES ARISING FROM
ANY NONRATABLE INCREASE IN THE COMMITMENTS UNDER THIS SECTION.
(C)
LENDERS HEREBY AUTHORIZE THE BORROWER TO
MAKE NON-RATABLE BORROWINGS AND PREPAYMENTS OF THE LOANS, AND IF ANY SUCH
PREPAYMENT REQUIRES THE PAYMENT OF EURODOLLAR LOANS, BORROWERS SHALL PAY ANY
REQUIRED AMOUNTS PURSUANT TO SECTION 3.05 OTHER THAN ON THE LAST DAY OF THE
APPLICABLE INTEREST PERIOD, IN ORDER TO ENSURE THAT THE LOANS OF THE LENDERS
SHALL BE OUTSTANDING ON A RATABLE BASIS IN ACCORDANCE WITH THEIR PRO RATA
SHARES, THE COMMITMENTS SHALL BE AS SET FORTH IN A REVISED SCHEDULE 2.01 AND NO
SUCH BORROWING OR PREPAYMENT SHALL VIOLATE ANY PROVISIONS OF THIS AGREEMENT.
(D)
THIS SECTION SHALL SUPERSEDE ANY PROVISIONS
IN SECTION 10.01 TO THE CONTRARY.
ARTICLE III.
TAXES, YIELD PROTECTION AND ILLEGALITY
3.01
Taxes.
(A)
ANY AND ALL PAYMENTS BY THE BORROWER TO OR
FOR THE ACCOUNT OF THE ADMINISTRATIVE AGENT OR ANY LENDER UNDER ANY LOAN
DOCUMENT SHALL BE MADE FREE AND CLEAR OF AND WITHOUT DEDUCTION FOR ANY AND ALL
PRESENT OR FUTURE TAXES, DUTIES, LEVIES, IMPOSTS, DEDUCTIONS, ASSESSMENTS, FEES,
WITHHOLDINGS OR SIMILAR CHARGES, AND ALL LIABILITIES WITH RESPECT THERETO,
EXCLUDING, IN THE CASE OF THE ADMINISTRATIVE AGENT AND EACH LENDER, TAXES
IMPOSED ON OR MEASURED BY ITS OVERALL NET INCOME, AND FRANCHISE TAXES IMPOSED ON
IT (IN LIEU OF NET INCOME TAXES), BY THE