effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against the
Borrower rights of setoff and counterclaim with respect to such participation as
fully as if such Lender were a direct creditor of the Borrower in the amount of
such participation.
2.14
INCREASE IN REVOLVING CREDIT FACILITY.
(A)
REQUEST FOR INCREASE.
PROVIDED THAT THE BORROWER IS IN PRO FORMA
COMPLIANCE, UPON NOTICE TO THE ADMINISTRATIVE AGENT (WHICH SHALL PROMPTLY NOTIFY
THE REVOLVING CREDIT LENDERS), THE BORROWER MAY FROM TIME TO TIME DURING THE
AVAILABILITY PERIOD, REQUEST AN INCREASE IN THE REVOLVING CREDIT FACILITY;
PROVIDED THAT (I) ANY SUCH REQUEST SHALL BE IN A MINIMUM AMOUNT OF $5,000,000,
(II) THE BORROWER MAY MAKE A MAXIMUM OF TEN SUCH REQUESTS, AND (III) THE
AGGREGATE AMOUNT OF (A) ALL INCREASES OF THE REVOLVING CREDIT FACILITY UNDER
THIS SECTION 2.14 AND OF THE TERM FACILITY UNDER SECTION 2.15 AND (B) THE
ADDITIONAL TERM FACILITIES UNDER SECTION 2.16 SHALL NOT EXCEED $100,000,000. AT
THE TIME OF GIVING SUCH NOTICE, THE BORROWER (IN CONSULTATION WITH THE
ADMINISTRATIVE AGENT) SHALL SPECIFY THE TIME PERIOD WITHIN WHICH EACH REVOLVING
CREDIT 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 REVOLVING CREDIT
LENDERS) AS TO WHETHER IT ELECTS TO PARTICIPATE IN THE REQUESTED INCREASE.
(B)
LENDER ELECTIONS TO INCREASE.
EACH REVOLVING CREDIT LENDER SHALL
NOTIFY THE ADMINISTRATIVE AGENT WITHIN SUCH TIME PERIOD WHETHER OR NOT IT AGREES
TO INCREASE ITS REVOLVING CREDIT COMMITMENT AND, IF SO, WHETHER BY AN AMOUNT
EQUAL TO, GREATER THAN, OR LESS THAN ITS APPLICABLE REVOLVING CREDIT PERCENTAGE
OF SUCH REQUESTED INCREASE.
ANY REVOLVING CREDIT LENDER NOT RESPONDING WITHIN
SUCH TIME PERIOD SHALL BE DEEMED TO HAVE DECLINED TO INCREASE ITS REVOLVING
CREDIT COMMITMENT.
(C)
NOTIFICATION BY ADMINISTRATIVE AGENT; ADDITIONAL REVOLVING CREDIT
LENDERS.
THE ADMINISTRATIVE AGENT SHALL NOTIFY THE BORROWER AND EACH REVOLVING
CREDIT LENDER OF THE REVOLVING CREDIT 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, THE L/C ISSUER AND THE SWING LINE
LENDER (WHICH APPROVALS SHALL NOT BE UNREASONABLY WITHHELD), THE BORROWER MAY
ALSO INVITE ADDITIONAL ELIGIBLE ASSIGNEES TO BECOME REVOLVING CREDIT LENDERS
PURSUANT TO A JOINDER AGREEMENT IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
THE ADMINISTRATIVE AGENT.
(D)
EFFECTIVE DATE AND ALLOCATIONS.
IF THE REVOLVING CREDIT FACILITY
IS INCREASED IN ACCORDANCE WITH THIS SECTION, THE ADMINISTRATIVE AGENT AND THE
BORROWER 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 BORROWER AND THE REVOLVING CREDIT LENDERS OF THE
FINAL ALLOCATION OF SUCH INCREASE AND THE REVOLVING CREDIT 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 DATED AS OF
61
THE REVOLVING CREDIT INCREASE EFFECTIVE