BY THE PARENT BORROWER IF THE PARENT BORROWER IS UNABLE TO ARRANGE FOR, OR
CHOOSES NOT TO ARRANGE FOR, AUGMENTING LENDERS.
(B)
EACH OF THE PARTIES HERETO HEREBY AGREES THAT, UPON THE EFFECTIVENESS OF
ANY INCREASE IN THE AGGREGATE REVOLVING COMMITMENTS PURSUANT TO THIS SECTION
2.20 (THE "COMMITMENT INCREASE"), THIS AGREEMENT MAY BE AMENDED TO THE EXTENT
(BUT ONLY TO THE EXTENT) NECESSARY TO REFLECT THE EXISTENCE AND TERMS OF THE
COMMITMENT INCREASE EVIDENCED THEREBY AS PROVIDED FOR IN SECTION 9.02(C).
EACH
OF THE PARTIES HERETO HEREBY AGREES THAT THE ADMINISTRATIVE AGENT MAY TAKE ANY
AND ALL ACTION AS MAY BE REASONABLY NECESSARY TO ENSURE THAT ALL REVOLVING LOANS
IN RESPECT OF THE COMMITMENT INCREASE, WHEN ORIGINALLY MADE, ARE INCLUDED IN
EACH BORROWING OF OUTSTANDING REVOLVING LOANS ON A PRO RATA BASIS.
EACH
BORROWER AGREES THAT SECTION 2.16 SHALL APPLY TO ANY COSTS INCURRED BY ANY
LENDER TO EFFECT THE FOREGOING.
(C)
INCREASES AND NEW COMMITMENTS CREATED PURSUANT TO THIS SECTION 2.20 SHALL
BECOME EFFECTIVE ON THE DATE SPECIFIED IN THE NOTICE DELIVERED BY THE PARENT
BORROWER PURSUANT TO THE FIRST SENTENCE OF PARAGRAPH (A) ABOVE OR ON SUCH OTHER
DATE AS AGREED UPON BY THE PARENT BORROWER, THE ADMINISTRATIVE AGENT AND THE
LENDERS (INCLUDING THE AUGMENTING LENDERS).
(D)
NOTWITHSTANDING THE FOREGOING, NO INCREASE IN THE COMMITMENTS (OR IN ANY
COMMITMENT OF ANY LENDER) OR ADDITION OF AN AUGMENTING LENDER SHALL BECOME
EFFECTIVE UNDER THIS SECTION UNLESS ON THE DATE OF SUCH INCREASE, THE CONDITIONS
SET FORTH IN PARAGRAPHS (A) AND (B) OF SECTION 4.02 SHALL BE SATISFIED AND THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A CERTIFICATE TO THAT EFFECT DATED SUCH
DATE AND EXECUTED BY THE CHIEF FINANCIAL OFFICER OF THE PARENT BORROWER.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
The Borrowers represent and warrant to the Lenders that:
SECTION 3.01.
ORGANIZATION; POWERS.
EACH OF THE PARENT BORROWER AND THE
SUBSIDIARIES ARE DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE
LAWS OF THE JURISDICTION OF ITS ORGANIZATION, HAVE ALL REQUISITE CORPORATE POWER
AND AUTHORITY TO CARRY ON ITS BUSINESS AS NOW CONDUCTED AND AS PROPOSED TO BE
CONDUCTED AND TO EXECUTE, DELIVER AND PERFORM ITS OBLIGATIONS UNDER EACH LOAN
DOCUMENT TO WHICH IT IS A PARTY AND, EXCEPT WHERE THE FAILURE TO DO SO,
INDIVIDUALLY OR IN THE AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO RESULT IN
A MATERIAL ADVERSE EFFECT, IS QUALIFIED TO DO BUSINESS IN, AND ARE IN GOOD
STANDING IN, EVERY JURISDICTION WHERE SUCH QUALIFICATION IS REQUIRED FOR THE
CONDUCT OF ITS BUSINESS.
43
SECTION 3.02.
AUTHORIZATION; ENFORCEABILITY.
THE TRANSACTIONS TO BE ENTERED
INTO BY EACH LOAN PARTY HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE OR
OTHER ACTION AND, IF REQUIRED, STOCKHOLDER ACTION.
THIS AGREEMENT HAS BEEN DULY
EXECUTED AND DELIVERED BY EACH OF THE BORROWERS AND CONSTITUTES, AND EACH OTHER
LOAN DOCUMENT TO WHICH ANY LOAN PARTY IS TO BE A PARTY, WHEN EXECUTED AND
DELIVERED BY SUCH LOAN PARTY, WILL CONSTITUTE, A LEGAL, VALID AND BINDING
OBLIGATION OF THE BORROWERS OR SUCH