FOR THE ASSIGNMENT OF OR SALE OF A PARTICIPATION IN ANY OF ITS
COMMITTED LOANS OR SUBPARTICIPATIONS IN L/C OBLIGATIONS OR SWING
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LINE LOANS TO ANY ASSIGNEE OR PARTICIPANT, OTHER THAN TO THE BORROWER OR ANY
RESTRICTED SUBSIDIARY THEREOF (AS TO WHICH THE PROVISIONS OF THIS SECTION SHALL
APPLY).
Each Loan Party consents to the foregoing and agrees, to the extent it may
effectively do so under applicable Law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against such
Loan Party rights of setoff and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of such Loan Party in the
amount of such participation.
2.14
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 US BORROWER MAY FROM TIME TO TIME, REQUEST AN INCREASE IN THE AGGREGATE
COMMITMENTS BY AN AMOUNT (FOR ALL SUCH REQUESTS) NOT EXCEEDING $200,000,000;
PROVIDED THAT ANY SUCH REQUEST FOR AN INCREASE SHALL BE IN A MINIMUM AMOUNT OF
$50,000,000.
AT THE TIME OF SENDING SUCH NOTICE, THE US BORROWER (IN
CONSULTATION WITH THE ADMINISTRATIVE AGENT) MAY DETERMINE WHICH LENDERS WILL
RECEIVE A REQUEST FOR SUCH AN INCREASE, MAY INVITE ONE OR MORE ELIGIBLE
ASSIGNEES TO BECOME LENDERS PURSUANT TO A JOINDER AGREEMENT IN FORM AND
SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT AND ITS COUNSEL, OR MAY
SPECIFY THAT ALL LENDERS ARE REQUESTED TO RESPOND WITHIN A SPECIFIED TIME PERIOD
AS TO WHETHER SUCH LENDER WILL AGREE TO INCREASE ITS COMMITMENT, AND IF SO, THE
AMOUNT OF SUCH INCREASE (WHICH SHALL IN NO EVENT BE LESS THAN TEN BUSINESS DAYS
FROM THE DATE OF DELIVERY OF SUCH NOTICE TO ALL LENDERS).
IF THE US BORROWER
MAKES SUCH A REQUEST TO ALL LENDERS, EACH LENDER WILL RESPOND TO SUCH REQUEST BY
NOTICE TO THE ADMINISTRATIVE AGENT WITHIN SUCH TIME PERIOD, AND ANY LENDER NOT
RESPONDING WITHIN SUCH TIME PERIOD SHALL BE DEEMED TO HAVE DECLINED TO INCREASE
ITS COMMITMENT.
(B)
NOTIFICATION BY ADMINISTRATIVE AGENT; ADDITIONAL LENDERS.
THE
ADMINISTRATIVE AGENT SHALL NOTIFY THE BORROWER AND EACH LENDER OF THE LENDERS'
RESPONSES TO ANY REQUEST MADE HEREUNDER.
(C)
EFFECTIVE DATE AND ALLOCATIONS.
IF THE AGGREGATE COMMITMENTS
ARE INCREASED IN ACCORDANCE WITH THIS SECTION, THE ADMINISTRATIVE AGENT AND THE
US BORROWER SHALL DETERMINE THE EFFECTIVE DATE (THE "INCREASE EFFECTIVE DATE")
AND THE FINAL ALLOCATION OF SUCH INCREASE.
THE ADMINISTRATIVE AGENT SHALL
PROMPTLY NOTIFY THE US BORROWER AND THE LENDERS OF THE FINAL ALLOCATION OF SUCH
INCREASE AND THE INCREASE EFFECTIVE DATE.
(D)
CONDITIONS TO EFFECTIVENESS OF INCREASE.
AS A CONDITION
PRECEDENT TO SUCH INCREASE, THE US BORROWER SHALL DELIVER TO THE ADMINISTRATIVE
AGENT A CERTIFICATE OF EACH LOAN PARTY DATED AS OF THE INCREASE EFFECTIVE DATE
(IN SUFFICIENT COPIES FOR EACH LENDER) SIGNED BY A RESPONSIBLE OFFICER OF SUCH
LOAN PARTY (I) CERTIFYING AND ATTACHING THE RESOLUTIONS ADOPTED BY THE US
BORROWER APPROVING OR CONSENTING TO SUCH INCREASE, AND THAT,