NOT A BUSINESS DAY, SUCH MATURITY
DATE AS SO EXTENDED SHALL BE THE NEXT PRECEDING BUSINESS DAY) AND EACH
ADDITIONAL COMMITMENT LENDER SHALL THEREUPON BECOME A "LENDER" FOR ALL PURPOSES
OF THIS AGREEMENT.
(F)
CONDITIONS TO EFFECTIVENESS OF EXTENSIONS.
AS A CONDITION
PRECEDENT TO SUCH EXTENSION, THE COMPANY SHALL DELIVER TO THE ADMINISTRATIVE
AGENT A CERTIFICATE OF EACH LOAN PARTY DATED AS OF THE APPLICABLE ANNIVERSARY OF
THE CLOSING DATE (IN SUFFICIENT COPIES FOR EACH EXTENDING LENDER AND EACH
ADDITIONAL COMMITMENT 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 EXTENSION AND (II) IN THE CASE OF THE COMPANY,
CERTIFYING THAT, BEFORE AND AFTER GIVING EFFECT TO SUCH EXTENSION, (A) THE
REPRESENTATIONS AND WARRANTIES OF (X) THE BORROWERS CONTAINED IN ARTICLE V AND
(Y) EACH LOAN PARTY CONTAINED IN EACH OTHER LOAN DOCUMENT ARE TRUE AND CORRECT
IN ALL MATERIAL RESPECTS (EXCEPT THAT ALL REPRESENTATIONS AND WARRANTIES THAT
ARE QUALIFIED BY MATERIALITY ARE TRUE AND CORRECT IN ALL RESPECTS) ON AND AS OF
THE APPLICABLE ANNIVERSARY OF THE CLOSING DATE, EXCEPT TO THE EXTENT THAT SUCH
REPRESENTATIONS AND WARRANTIES SPECIFICALLY REFER TO AN EARLIER DATE, IN WHICH
CASE THEY ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS (OR TRUE AND CORRECT IN
ALL RESPECTS FOR ANY SUCH REPRESENTATIONS OR WARRANTIES THAT ARE QUALIFIED BY
MATERIALITY) AS OF SUCH EARLIER DATE, AND EXCEPT THAT FOR PURPOSES OF THIS
SECTION 2.20, THE REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 5.05 SHALL
BE DEEMED TO REFER TO THE MOST RECENT STATEMENTS FURNISHED PURSUANT TO
SECTION 6.01(A), AND (B) NO DEFAULT EXISTS OR WOULD RESULT THEREFROM.
IN
ADDITION, ON THE MATURITY DATE OF EACH NON-EXTENDING LENDER, THE BORROWER SHALL
REPAY ANY COMMITTED LOANS OUTSTANDING ON SUCH DATE MADE BY SUCH NON-EXTENDING
LENDER.
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(G)
CONFLICTING PROVISIONS.
IN CONNECTION WITH ANY EXTENSION OF
THE MATURITY DATE, THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH EXTENDING
LENDER MAY MAKE SUCH AMENDMENTS TO THIS AGREEMENT AS THE ADMINISTRATIVE AGENT
DETERMINES TO BE REASONABLY NECESSARY TO EVIDENCE THE EXTENSION. THIS SECTION
SHALL SUPERSEDE ANY PROVISIONS IN SECTION 2.14
OR 10.01
TO THE CONTRARY.
ARTICLE III.
TAXES, YIELD PROTECTION AND ILLEGALITY
3.01.
TAXES
.
(A)
PAYMENTS FREE OF TAXES; OBLIGATION TO WITHHOLD; PAYMENTS ON
ACCOUNT OF TAXES.
(I)
ANY AND ALL PAYMENTS BY OR ON ACCOUNT OF ANY OBLIGATION OF
ANY LOAN PARTY UNDER ANY LOAN DOCUMENT SHALL BE MADE WITHOUT DEDUCTION OR
WITHHOLDING FOR ANY TAXES, EXCEPT AS REQUIRED BY APPLICABLE LAWS.
IF ANY
APPLICABLE LAWS (AS DETERMINED IN THE GOOD FAITH DISCRETION OF THE
ADMINISTRATIVE AGENT OR A LOAN PARTY) REQUIRE THE DEDUCTION OR WITHHOLDING OF
ANY TAX FROM ANY SUCH PAYMENT BY THE ADMINISTRATIVE AGENT OR A LOAN PARTY, THEN
THE ADMINISTRATIVE AGENT OR SUCH LOAN PARTY SHALL BE ENTITLED TO MAKE SUCH
DEDUCTION OR WITHHOLDING, UPON THE BASIS OF THE INFORMATION AND DOCUMENTATION TO
BE DELIVERED PURSUANT TO SUBSECTION (E) BELOW.
(II)
IF ANY LOAN PARTY OR