SHALL BE VALID AND EFFECTIVE IF GIVEN OR
TAKEN ONLY BY THE COMPANY, WHETHER OR NOT ANY SUCH OTHER BORROWER JOINS
THEREIN.
ANY NOTICE, DEMAND, CONSENT, ACKNOWLEDGEMENT, DIRECTION, CERTIFICATION
OR OTHER COMMUNICATION DELIVERED TO THE COMPANY IN ACCORDANCE WITH THE TERMS OF
THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN DELIVERED TO EACH DESIGNATED
BORROWER.
(E)
THE COMPANY MAY FROM TIME TO TIME, UPON NOT LESS THAN 15 BUSINESS
DAYS' NOTICE FROM THE COMPANY TO THE ADMINISTRATIVE AGENT (OR SUCH SHORTER
PERIOD AS MAY BE AGREED BY THE ADMINISTRATIVE AGENT IN ITS SOLE DISCRETION),
TERMINATE A DESIGNATED BORROWER'S STATUS AS SUCH, PROVIDED THAT (I) THERE ARE NO
OUTSTANDING LOANS PAYABLE BY SUCH DESIGNATED BORROWER AND (II) THERE ARE NOT
OUTSTANDING LETTERS OF CREDIT THAT WERE ISSUED AT THE REQUEST OF SUCH DESIGNATED
BORROWER, OR OTHER AMOUNTS PAYABLE BY SUCH DESIGNATED BORROWER ON ACCOUNT OF ANY
LOANS MADE TO IT OR LETTERS OF CREDIT ISSUED AT ITS REQUEST, AS OF THE EFFECTIVE
DATE OF SUCH TERMINATION. THE ADMINISTRATIVE AGENT WILL PROMPTLY NOTIFY THE
LENDERS OF ANY SUCH TERMINATION OF A DESIGNATED BORROWER'S STATUS.
2.15
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 COMPANY MAY FROM TIME TO
49
TIME, REQUEST AN INCREASE IN THE AGGREGATE COMMITMENTS BY AN AMOUNT (FOR ALL
SUCH REQUESTS IN THE AGGREGATE) NOT EXCEEDING $75,000,000; PROVIDED THAT ANY
SUCH REQUEST FOR AN INCREASE SHALL BE IN A MINIMUM AMOUNT OF $5,000,000.
AT THE
TIME OF SENDING SUCH NOTICE, THE COMPANY (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).
(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.
(C)
NOTIFICATION BY ADMINISTRATIVE AGENT; ADDITIONAL LENDERS.
THE
ADMINISTRATIVE AGENT SHALL NOTIFY THE COMPANY 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 COMPANY
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 2.15, THE ADMINISTRATIVE AGENT AND THE
COMPANY SHALL DETERMINE THE EFFECTIVE DATE (THE "INCREASE EFFECTIVE DATE") AND
THE FINAL ALLOCATION OF SUCH INCREASE.
THE ADMINISTRATIVE AGENT SHALL PROMPTLY
NOTIFY THE COMPANY AND THE LENDERS OF