INCREASE
TO THE TERM B LOAN, THE PORTION OF SUCH INCREASE IT WOULD COMMIT TO FUND, AND
(IV) IN THE CASE OF A TERM B LENDER BECOMING A COMMITTED LENDER BY VIRTUE OF
ELECTING TO FUND AN INCREASE TO THE COMMITTED LOANS, THE AMOUNT OF SUCH INCREASE
IT WOULD COMMIT TO FUND.
ANY LENDER NOT RESPONDING WITHIN SUCH TIME PERIOD
SHALL BE DEEMED TO HAVE DECLINED TO INCREASE ITS REVOLVING COMMITMENT OR FUND A
PORTION OF AN INCREASE TO THE TERM B LOAN, AS THE CASE MAY BE.
(C)
NOTIFICATION BY ADMINISTRATIVE AGENT; ACCEDING 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, IN THE EVENT THAT THE EXISTING LENDERS DO NOT ELECT TO
FURNISH THE ENTIRE REQUESTED INCREASE, AND SUBJECT TO THE APPROVAL OF THE
ADMINISTRATIVE AGENT (AND THE L/C ISSUER AND SWING LINE LENDER ONLY WITH RESPECT
TO AN INCREASE IN THE AGGREGATE COMMITMENTS), WHICH APPROVALS SHALL NOT BE
UNREASONABLY WITHHELD, THE BORROWERS MAY ALSO INVITE ONE OR MORE ADDITIONAL
COMMERCIAL BANKS, OTHER FINANCIAL INSTITUTIONS OR OTHER PERSONS (IN EACH CASE,
AN "ACCEDING LENDER") TO BECOME PARTY TO THIS AGREEMENT AS A LENDER BY ENTERING
INTO AN INSTRUMENT OF ACCESSION IN SUBSTANTIALLY THE FORM OF EXHIBIT H HERETO
(AN "INSTRUMENT OF ACCESSION") WITH THE BORROWERS AND THE ADMINISTRATIVE AGENT
AND ASSUMING THEREUNDER THE RIGHTS AND OBLIGATIONS (AS THE CASE MAY BE) OF A
REVOLVING
56
LENDER HEREUNDER, INCLUDING WITHOUT LIMITATION, COMMITMENTS TO MAKE COMMITTED
LOANS AND PARTICIPATE IN THE RISK RELATING TO LETTERS OF CREDIT AND SWING LINE
LOANS AND/OR OF A TERM B LENDER WITH RESPECT TO THE OBLIGATION TO FUND A PORTION
OF AN INCREASE TO THE TERM B LOAN SUBJECT TO THE TERMS OF THIS SECTION, AND THE
AGGREGATE COMMITMENTS AND/OR THE INCREASE TO THE TERM B LOAN (AS THE CASE MAY
BE) SHALL BE FUNDED BY THE AMOUNT OF SUCH ACCEDING LENDER'S INTEREST ALL IN
ACCORDANCE WITH THE PROVISIONS OF THIS SECTION.
THE BORROWERS SHALL INDEMNIFY
THE LENDERS AND THE ADMINISTRATIVE AGENT FOR ANY COST OR EXPENSE INCURRED AS A
CONSEQUENCE OF THE REALLOCATION OF ANY EURODOLLAR RATE LOANS TO AN ACCEDING
LENDER PURSUANT TO THE PROVISIONS OF SECTION 3.05 HEREOF.
(D)
CLOSING DATE AND ALLOCATIONS.
UPON A REQUEST BY THE BORROWERS FOR
AN INCREASE IN THE AGGREGATE COMMITMENTS OR AN INCREASE TO THE TERM B LOAN IN
ACCORDANCE WITH THIS SECTION, THE ADMINISTRATIVE AGENT AND THE BORROWERS SHALL
DETERMINE, AS APPLICABLE, THE EFFECTIVE DATE OF ANY SUCH INCREASE (ANY SUCH
DATE, THE "INCREASE CLOSING DATE") AND THE FINAL ALLOCATION OF ANY SUCH
INCREASE.
THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY THE BORROWERS AND THE
LENDERS AND ACCEDING LENDERS, IF ANY, OF THE FINAL ALLOCATION OF SUCH INCREASE.
ON ANY INCREASE CLOSING DATE, SCHEDULE 2.01 HERETO SHALL BE DEEMED TO BE AMENDED
TO REFLECT, AS THE CASE MAY BE, (X) THE NAME, ADDRESS, AND, AS THE CASE MAY BE,
THE REVOLVING COMMITMENT OF THE