THAN ITS APPLICABLE PERCENTAGE OF SUCH REQUESTED INCREASE.
ANY LENDER
NOT RESPONDING WITHIN SUCH TIME PERIOD SHALL BE DEEMED TO HAVE DECLINED TO
INCREASE ITS COMMITMENT.
(C)
NOTIFICATION BY ADMINISTRATIVE AGENT; ADDITIONAL LENDERS.
THE
ADMINISTRATIVE AGENT SHALL NOTIFY THE BORROWER AND EACH LENDER OF THE LENDERS'
RESPONSES TO EACH REQUEST MADE HEREUNDER.
TO ACHIEVE THE FULL AMOUNT OF A
REQUESTED INCREASE AND SUBJECT TO THE APPROVAL OF THE ADMINISTRATIVE AGENT AND
THE L/C ISSUER (WHICH APPROVALS SHALL NOT BE UNREASONABLY WITHHELD), THE
BORROWER MAY ALSO INVITE ADDITIONAL ELIGIBLE ASSIGNEES TO BECOME LENDERS
PURSUANT TO A JOINDER AGREEMENT IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
THE ADMINISTRATIVE AGENT AND ITS COUNSEL.
(D)
EFFECTIVE DATE AND ALLOCATIONS.
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.
(E)
CONDITIONS TO EFFECTIVENESS OF INCREASE.
AS A CONDITION PRECEDENT
TO SUCH INCREASE, THE BORROWER SHALL DELIVER TO THE ADMINISTRATIVE AGENT A
CERTIFICATE OF THE BORROWER DATED AS OF THE INCREASE EFFECTIVE DATE (IN
SUFFICIENT COPIES FOR EACH LENDER) SIGNED BY A RESPONSIBLE OFFICER OF THE
BORROWER (I) CERTIFYING AND ATTACHING THE RESOLUTIONS ADOPTED BY THE BORROWER
APPROVING OR CONSENTING TO SUCH INCREASE (AND CERTIFYING THAT EACH OTHER LOAN
PARTY HAS APPROVED OR CONSENTED TO SUCH INCREASE, ATTACHING COPIES OF ANY
RESOLUTIONS ADOPTED BY SUCH LOAN PARTIES NOT PREVIOUSLY DELIVERED TO THE
ADMINISTRATIVE AGENT EVIDENCING SUCH APPROVAL OR CONSENT), AND (II) 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 IN ALL MATERIAL RESPECTS 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 IN ALL MATERIAL
RESPECTS 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, AND (C) THE FINANCIAL COVENANTS CONTAINED IN SECTION 7.21 ARE
SATISFIED ON A PRO FORMA BASIS AFTER GIVING EFFECT TO ANY INCREMENTAL BORROWING
ASSOCIATED WITH SUCH INCREASE AND FOR THE MOST RECENT DETERMINATION PERIOD.
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 APPLICABLE
PERCENTAGES ARISING FROM ANY NONRATABLE INCREASE IN THE COMMITMENTS UNDER THIS
SECTION.
(F)
CONFLICTING PROVISIONS.
THIS SECTION SHALL SUPERSEDE ANY
PROVISIONS IN SECTIONS 2.13 OR 10.01 TO THE CONTRARY.
41
ARTICLE III.
TAXES, YIELD PROTECTION AND ILLEGALITY
3.01