OR ANY SUBSIDIARY THEREOF (AS TO WHICH
THE PROVISIONS OF THIS SECTION SHALL APPLY).
Each Borrower consents to the foregoing and agrees, to the extent it may
effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against such
Borrower rights of setoff and counterclaim with respect to such participation as
fully as if such Lender were a direct creditor of such Borrower in the amount of
such participation.
38
2.13
INCREASE IN COMMITMENTS.
(A)
REQUEST FOR INCREASE.
PROVIDED THERE EXISTS NO DEFAULT, UPON
NOTICE TO THE ADMINISTRATIVE AGENT (WHICH SHALL PROMPTLY NOTIFY THE LENDERS),
THE BORROWERS MAY FROM TIME TO TIME, REQUEST AN INCREASE IN THE AGGREGATE
COMMITMENT AMOUNT BY AN AMOUNT (FOR ALL SUCH REQUESTS) NOT EXCEEDING
$100,000,000; PROVIDED THAT (I) ANY SUCH REQUEST FOR AN INCREASE SHALL BE IN A
MINIMUM AMOUNT OF $25,000,000 AND INTEGRAL MULTIPLES OF $5,000,000 IN EXCESS
THEREOF, AND (II) THE BORROWERS MAY MAKE A MAXIMUM OF FOUR (4) SUCH REQUESTS IN
ANY 12 MONTH PERIOD.
AT THE TIME OF SENDING SUCH NOTICE, THE BORROWERS (IN
CONSULTATION WITH THE ADMINISTRATIVE AGENT) SHALL SPECIFY THE TIME PERIOD WITHIN
WHICH EACH LENDER IS REQUESTED TO RESPOND (WHICH SHALL IN NO EVENT BE LESS THAN
TEN (10) BUSINESS DAYS FROM THE DATE OF DELIVERY OF SUCH NOTICE TO THE LENDERS).
(B)
LENDER ELECTIONS TO INCREASE.
EACH LENDER SHALL NOTIFY THE
ADMINISTRATIVE AGENT WITHIN SUCH TIME PERIOD WHETHER OR NOT IT AGREES TO
INCREASE ITS COMMITMENT AND, IF SO, WHETHER BY AN AMOUNT EQUAL TO, GREATER THAN,
OR LESS 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.
NO LENDER SHALL BE OBLIGATED TO INCREASE ITS
COMMITMENT HEREUNDER.
(C)
NOTIFICATION BY ADMINISTRATIVE AGENT; ADDITIONAL LENDERS.
THE
ADMINISTRATIVE AGENT SHALL NOTIFY THE BORROWERS 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 SWINGLINE LENDER (WHICH APPROVALS SHALL NOT BE UNREASONABLY WITHHELD), THE
BORROWERS MAY ALSO INVITE ADDITIONAL ELIGIBLE ASSIGNEES TO BECOME LENDERS
PURSUANT TO A JOINDER AGREEMENT IN FORM AND SUBSTANCE 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
BORROWERS SHALL DETERMINE THE EFFECTIVE DATE (THE "INCREASE EFFECTIVE DATE") AND
THE FINAL ALLOCATION OF SUCH INCREASE.
THE ADMINISTRATIVE AGENT SHALL PROMPTLY
NOTIFY THE BORROWERS 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 BORROWERS SHALL DELIVER TO THE ADMINISTRATIVE AGENT A
CERTIFICATE OF EACH BORROWER DATED AS OF THE INCREASE EFFECTIVE DATE (IN
SUFFICIENT COPIES FOR EACH LENDER) SIGNED BY A RESPONSIBLE OFFICER OF SUCH
BORROWER (I) CERTIFYING AND ATTACHING THE RESOLUTIONS ADOPTED BY SUCH BORROWER
APPROVING