fully as if such Lender were a direct creditor of such Borrower in the amount of
such participation.
2.14
INCREASE IN AGGREGATE COMMITMENTS; TERM B LOAN.
(A)
REQUEST FOR INCREASE OF IN THE COMMITTED LOANS; TERM B LOAN.
PROVIDED THERE EXISTS NO DEFAULT, UPON NOTICE TO THE ADMINISTRATIVE AGENT (WHICH
SHALL PROMPTLY NOTIFY THE
55
LENDERS AS SET FORTH IN THIS SECTION), AND SUBJECT TO THE TERMS OF THIS SECTION,
THE BORROWERS MAY FROM TIME TO TIME, (I) REQUEST AN INCREASE IN THE AGGREGATE
COMMITMENTS IN RESPECT OF COMMITTED LOANS AND/OR (II) REQUEST AN INCREASE IN THE
TERM B LOAN; PROVIDED THAT THE AGGREGATE AMOUNTS SO REQUESTED UNDER CLAUSES
(I) AND (II) ABOVE AFTER THE DATE HEREOF SHALL NOT EXCEED $42,500,000; AND
PROVIDED, FURTHER, THAT, AFTER GIVING EFFECT TO ANY SUCH INCREASE, THE TOTAL
FACILITY AMOUNT SHALL NOT EXCEED $350,000,000 (MINUS ANY AND ALL PREVIOUSLY
EFFECTED REDUCTIONS OF THE AGGREGATE COMMITMENTS OR MANDATORY PREPAYMENTS OF THE
TERM B LOAN WITH PROCEEDS OF DISPOSITIONS).
WITH RESPECT TO ANY INCREASE IN THE
TERM B LOAN PURSUANT TO CLAUSE (II) ABOVE, SUCH INCREASE SHALL BE SUBJECT TO
PREVAILING MARKET TERMS (INCLUDING PREVAILING MARKET RATES) FOR BORROWERS WITH
SIMILAR CREDIT PROFILES AND RATINGS, AND OTHERWISE ACCEPTABLE TO THE BORROWERS,
THE ADMINISTRATIVE AGENT AND THE NEW AND INCREASING TERM B LENDERS, AS SET FORTH
IN ANY APPLICABLE CONFORMING AMENDMENT (WHICH SUCH TERMS SHALL ALSO APPLY TO THE
OUTSTANDING TERM B LOAN, SUBJECT TO THE PROVISIONS OF SECTION 10.01).
(B)
LENDER ELECTION TO INCREASE ITS REVOLVING COMMITMENT OR FUND A
PORTION OF AN INCREASE TO THE TERM B LOAN.
THE ADMINISTRATIVE AGENT WILL
PROMPTLY NOTIFY THE LENDERS FOLLOWING RECEIPT OF A REQUEST BY THE BORROWERS OF,
AS THE CASE MAY BE, AN INCREASE IN THE AGGREGATE COMMITMENTS IN RESPECT OF
COMMITTED LOANS OR AN INCREASE TO THE TERM B LOAN.
AT THE TIME OF MAKING SUCH
REQUEST, THE BORROWERS (IN CONSULTATION WITH THE ADMINISTRATIVE AGENT) SHALL
SPECIFY THE TIME PERIOD WITHIN WHICH EACH LENDER IS REQUESTED TO RESPOND (WHICH
SHALL NOT IN ANY EVENT BE LESS THAN TEN (10) BUSINESS DAYS FROM THE DATE OF
DELIVERY OF SUCH NOTICE TO THE LENDERS).
EACH LENDER SHALL NOTIFY THE
ADMINISTRATIVE AGENT WITHIN SUCH TIME PERIOD WHETHER OR NOT IT AGREES TO
PARTICIPATE IN SUCH REQUESTED INCREASE AND, IF SO, (I) IN THE CASE OF AN
INCREASE IN A COMMITTED LENDER'S REVOLVING COMMITMENT, WHETHER BY AN AMOUNT
EQUAL TO, GREATER THAN, OR LESS THAN ITS REVOLVING PERCENTAGE OF SUCH REQUESTED
INCREASE, (II) IN THE CASE OF THE FUNDING OF A PORTION OF AN INCREASE TO THE
TERM B LOAN BY A TERM B LENDER, WHETHER BY AN AMOUNT EQUAL TO, GREATER THAN, OR
LESS THAN ITS RATABLE PORTION (BASED ON SUCH TERM B LENDER'S TERM B LOAN
PERCENTAGE IN RESPECT OF THE TOTAL OUTSTANDING PRINCIPAL AMOUNT OF THE TERM B
LOAN) OF SUCH REQUESTED INCREASE, (III) IN THE CASE OF A COMMITTED LENDER
BECOMING A TERM B LENDER BY VIRTUE OF ELECTING TO FUND A PORTION OF AN