TIME TO TIME, REQUEST AN INCREASE IN THE TOTAL COMMITMENTS 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 $10,000,000 AND
(II) AFTER GIVING EFFECT TO ANY SUCH INCREASE, THE TOTAL COMMITMENTS SHALL NOT
EXCEED $750,000,000.
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 BUSINESS DAYS FROM THE DATE OF DELIVERY OF SUCH NOTICE TO THE LENDERS).
(C)
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 COMMITMENT 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 PROVIDE AN INCREASE OF
ITS COMMITMENT AS A RESULT OF ANY SUCH REQUEST BY THE BORROWERS AND NOTHING
CONTAINED HEREIN SHALL CONSTITUTE THE UNCONDITIONAL OBLIGATION OF THE
ADMINISTRATIVE AGENT OR ANY LENDER TO PROVIDE OR OBTAIN COMMITMENTS FOR SUCH
REQUESTED INCREASE.
(D)
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
(WHICH APPROVALS SHALL NOT BE UNREASONABLY WITHHELD), THE BORROWERS MAY ALSO
INVITE ADDITIONAL PERSONS TO BECOME LENDERS PURSUANT TO A JOINDER AGREEMENT IN
FORM AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT AND ITS COUNSEL.
(E)
EFFECTIVE DATE AND ALLOCATIONS.
IF THE TOTAL COMMITMENTS ARE
INCREASED IN ACCORDANCE WITH THIS SECTION, THE ADMINISTRATIVE AGENT AND THE
BORROWERS SHALL DETERMINE THE EFFECTIVE DATE (THE "REVOLVING CREDIT 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 REVOLVING CREDIT INCREASE EFFECTIVE DATE.
EACH EXTENDING LENDER AGREEING TO PROVIDE AN INCREASED COMMITMENT AND EACH
ADDITIONAL PERSON BECOMING LENDERS SHALL BE ENTITLED TO RECEIVE INTEREST, LETTER
OF CREDIT FEES AND UNUSED FEES AT THE RATES PROVIDED FOR EXTENDING LENDERS.
MOREOVER, THAT PORTION OF THE INCREASED COMMITMENT OF
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EACH EXTENDING LENDER AND EACH SUCH OTHER PERSON (I) SHALL TERMINATE ON THE
EXTENDED TERMINATION DATE, AND (II) SHALL OTHERWISE BE ON THE SAME TERMS AS SET
FORTH IN, AND BE ENTITLED TO THE BENEFITS OF, THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS.
(F)
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 REVOLVING CREDIT INCREASE
EFFECTIVE DATE (IN SUFFICIENT COPIES FOR EACH LENDER) SIGNED BY AN AUTHORIZED
OFFICER OF SUCH BORROWER (I) CERTIFYING AND ATTACHING THE RESOLUTIONS