SHALL SPECIFY THE DATE (EACH, AN
"INCREASED AMOUNT DATE") ON WHICH THE BORROWER PROPOSES THAT THE NEW COMMITMENTS
SHALL BE EFFECTIVE, WHICH SHALL BE A DATE NOT LESS THAN 10 DAYS AFTER THE DATE
ON WHICH SUCH NOTICE IS DELIVERED TO THE ADMINISTRATIVE AGENT; PROVIDED, THAT
THE BORROWER SHALL FIRST OFFER THE LENDERS UNDER THE APPLICABLE EXISTING CREDIT
FACILITY, ON A PRO RATA BASIS, THE OPPORTUNITY TO PROVIDE ALL OF THE NEW
COMMITMENTS PRIOR TO OFFERING SUCH OPPORTUNITY TO ANY OTHER PERSON THAT IS AN
ELIGIBLE ASSIGNEE PURSUANT TO SECTION 13.6(B); PROVIDED, FURTHER, THAT ANY
LENDER OFFERED OR APPROACHED TO PROVIDE ALL OR A PORTION OF THE NEW COMMITMENTS
MAY ELECT OR DECLINE, IN ITS SOLE DISCRETION, TO PROVIDE A NEW COMMITMENT.
SUCH
NEW COMMITMENTS SHALL BECOME EFFECTIVE, AS OF SUCH INCREASED AMOUNT DATE;
PROVIDED, THAT (I) NO DEFAULT OR EVENT OF DEFAULT SHALL EXIST ON SUCH INCREASED
AMOUNT DATE BEFORE OR AFTER GIVING EFFECT TO SUCH NEW COMMITMENTS; (II) BOTH
BEFORE AND AFTER GIVING EFFECT TO THE MAKING OF ANY SERIES OF NEW TERM LOANS OR
REVOLVING CREDIT INCREASE, EACH OF THE CONDITIONS SET FORTH IN SECTION 7 SHALL
BE SATISFIED; (III) THE BORROWER AND ITS SUBSIDIARIES SHALL BE IN PRO FORMA
COMPLIANCE WITH EACH OF THE COVENANTS SET FORTH IN SECTIONS 10.9 AND 10.10 AS OF
THE LAST DAY OF THE MOST RECENTLY ENDED FISCAL QUARTER AFTER GIVING EFFECT TO
SUCH NEW COMMITMENTS AND ANY INVESTMENT TO BE CONSUMMATED IN CONNECTION
THEREWITH; (IV) THE NEW COMMITMENTS SHALL BE EFFECTED PURSUANT TO ONE OR MORE
JOINDER AGREEMENTS EXECUTED AND DELIVERED BY THE BORROWER AND THE ADMINISTRATIVE
AGENT, AND EACH OF WHICH SHALL BE RECORDED IN THE REGISTER AND SHALL BE SUBJECT
TO THE REQUIREMENTS SET FORTH IN SECTION 5.4(D); (V) THE BORROWER SHALL MAKE ANY
PAYMENTS REQUIRED PURSUANT TO SECTION 2.11 IN CONNECTION WITH THE NEW
COMMITMENTS, AS APPLICABLE; AND (VI) THE BORROWER SHALL DELIVER OR CAUSE TO BE
DELIVERED ANY LEGAL OPINIONS OR OTHER DOCUMENTS REASONABLY REQUESTED BY THE
ADMINISTRATIVE AGENT IN CONNECTION WITH ANY SUCH TRANSACTION.
ANY NEW TERM
LOANS MADE ON AN INCREASED AMOUNT DATE SHALL BE DESIGNATED AS A SEPARATE SERIES
(A "SERIES") OF NEW TERM LOANS FOR ALL PURPOSES OF THIS AGREEMENT AND THE OTHER
CREDIT DOCUMENTS.
52
(B)
UPON EACH INCREASE IN THE REVOLVING CREDIT COMMITMENTS PURSUANT TO
THIS SECTION, EACH LENDER WITH A REVOLVING CREDIT COMMITMENT IMMEDIATELY PRIOR
TO SUCH INCREASE WILL AUTOMATICALLY AND WITHOUT FURTHER ACT BE DEEMED TO HAVE
ASSIGNED TO EACH LENDER PROVIDING A PORTION OF THE REVOLVING CREDIT INCREASE
(EACH A "REVOLVING CREDIT INCREASE LENDER") IN RESPECT OF SUCH INCREASE, AND
EACH SUCH REVOLVING CREDIT INCREASE LENDER WILL AUTOMATICALLY AND WITHOUT
FURTHER ACT BE DEEMED TO HAVE ASSUMED, A PORTION OF SUCH LENDER'S PARTICIPATIONS
HEREUNDER IN OUTSTANDING LETTERS OF CREDIT AND SWINGLINE LOANS SUCH THAT, AFTER
GIVING EFFECT TO EACH SUCH DEEMED ASSIGNMENT AND ASSUMPTION OF PARTICIPATIONS,
THE PERCENTAGE OF THE AGGREGATE OUTSTANDING (I) PARTICIPATIONS HEREUNDER IN
LETTERS OF CREDIT AND (II) PARTICIPATIONS HEREUNDER IN SWINGLINE LOANS