THE COMPANY HAS
REQUESTED AN INCREASE FROM THE LENDERS AND SUCH REQUESTED INCREASE, OR ANY
PORTION THEREOF, IS DECLINED BY ONE OR MORE LENDERS, THE COMPANY MAY, TO THE
EXTENT NECESSARY TO OBTAIN THE FULL AMOUNT OF THE REQUESTED INCREASE, INVITE
ADDITIONAL ELIGIBLE ASSIGNEES REASONABLY SATISFACTORY TO THE ADMINISTRATIVE
AGENT TO BECOME LENDERS ("ADDITIONAL LENDERS"), MAY REQUEST SUCH ACCEPTING
LENDERS TO COMMIT TO THE FULL AMOUNT OF THE REQUESTED INCREASE, OR MAY REDUCE
THE AMOUNT OF THE REQUESTED INCREASE.
(B)
LENDER ELECTIONS TO INCREASE.
EACH LENDER SHALL NOTIFY THE
ADMINISTRATIVE AGENT IN WRITING WITHIN THE SPECIFIED TIME PERIOD WHETHER OR NOT
IT AGREES IN ITS SOLE DISCRETION 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 IN WRITING WITHIN SUCH TIME
PERIOD SHALL BE DEEMED TO HAVE DECLINED TO INCREASE ITS COMMITMENT.
(C)
NOTIFICATION BY ADMINISTRATIVE AGENT; EFFECTIVE DATE AND
ALLOCATIONS; SUPPLEMENT.
THE ADMINISTRATIVE AGENT SHALL NOTIFY THE COMPANY AND
EACH LENDER OF THE LENDERS' RESPONSES TO EACH REQUEST MADE HEREUNDER.
IF THE
AGGREGATE COMMITMENTS ARE INCREASED IN ACCORDANCE WITH THIS SECTION, (I) THE
ADMINISTRATIVE AGENT AND THE COMPANY SHALL DETERMINE THE EFFECTIVE DATE (THE
"INCREASE EFFECTIVE DATE") AND THE FINAL ALLOCATION OF SUCH INCREASE, (II) THE
ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY THE COMPANY AND THE LENDERS AND ANY
ADDITIONAL LENDER OF THE FINAL ALLOCATION OF SUCH INCREASE WITH THE CONSENT OF
EACH L/C ISSUER AND THE SWING LINE LENDER AND THE INCREASE EFFECTIVE DATE AND
(III) THE BORROWERS, THE ADMINISTRATIVE AGENT AND EACH INCREASING LENDER AND
ADDITIONAL LENDER SHALL EXECUTE AND DELIVER A SUPPLEMENT TO THIS AGREEMENT
SUBSTANTIALLY IN THE FORM OF EXHIBIT J HERETO, WHEREUPON
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(Y) IN THE CASE OF AN INCREASING LENDER, EACH SUCH INCREASING LENDER'S
COMMITMENT SHALL BE INCREASED TO THE AMOUNT SET FORTH IN SUCH SUPPLEMENT AND (Z)
IN THE CASE OF AN ADDITIONAL LENDER, SUCH ADDITIONAL LENDER SHALL BECOME A PARTY
HERETO AND SHALL FOR ALL PURPOSES OF THE LOAN DOCUMENTS BE DEEMED A "LENDER"
HAVING A COMMITMENT AS SET FORTH IN SUCH SUPPLEMENT. ANY INCREASE, AND ANY
AMENDMENTS MADE TO EVIDENCE SUCH INCREASE, SHALL NOT REQUIRE THE CONSENT OF ANY
LENDER NOT PARTICIPATING IN SUCH INCREASE.
(D)
CONDITIONS TO EFFECTIVENESS OF INCREASE.
AS A CONDITION
PRECEDENT TO SUCH INCREASE, (I) THE COMPANY 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 (X) CERTIFYING AND ATTACHING THE RESOLUTIONS ADOPTED BY SUCH LOAN
PARTY APPROVING OR CONSENTING TO SUCH INCREASE, AND (Y) IN THE CASE OF THE
BORROWERS, CERTIFYING THAT, BEFORE AND AFTER GIVING EFFECT TO SUCH INCREASE, (A)
THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE V AND THE OTHER LOAN
DOCUMENTS ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS (EXCEPT THAT ALL
REPRESENTATIONS AND WARRANTIES THAT ARE QUALIFIED BY MATERIALITY ARE TRUE AND
CORRECT IN