THE AGGREGATE
COMMITMENT MUST DELIVER WRITTEN NOTICE OF SUCH FACT TO THE AGENT.
IF ANY
PORTION OF THE REQUESTED INCREASE IN THE AGGREGATE COMMITMENT IS NOT SUBSCRIBED
FOR BY THE LENDERS WITHIN SUCH 10-DAY PERIOD, THE COMPANY MAY, IN ITS SOLE
DISCRETION, BUT WITH THE CONSENT OF THE AGENT AS TO ANY PERSON THAT IS NOT AT
SUCH TIME A LENDER (WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED
SO LONG AS SUCH PERSON IS AN ELIGIBLE ASSIGNEE), OFFER TO ANY EXISTING LENDER OR
TO ONE OR MORE ADDITIONAL BANKS OR FINANCIAL INSTITUTIONS THE OPPORTUNITY TO
PARTICIPATE IN ALL OR A PORTION OF SUCH UNSUBSCRIBED PORTION OF THE REQUESTED
INCREASE IN THE AGGREGATE COMMITMENT PURSUANT TO SECTION 2.16 (B) OR (C) BELOW,
AS APPLICABLE;
(B)
ANY ADDITIONAL BANK OR FINANCIAL INSTITUTION THAT THE COMPANY
SELECTS TO OFFER A PARTICIPATION IN THE UNSUBSCRIBED PORTION OF THE INCREASED
AGGREGATE COMMITMENT, AND THAT ELECTS TO BECOME A PARTY TO THIS AGREEMENT AND
OBTAIN A COMMITMENT, SHALL EXECUTE AN AGREEMENT (A "NEW LENDER AGREEMENT"), IN
PROPER FORM, WITH THE COMPANY AND THE AGENT, WHEREUPON SUCH BANK OR FINANCIAL
INSTITUTION (A "NEW LENDER") SHALL BECOME A LENDER FOR ALL PURPOSES HEREUNDER TO
THE SAME EXTENT AS IF ORIGINALLY A PARTY HERETO AND SHALL BE BOUND BY AND
ENTITLED TO THE BENEFITS OF THIS AGREEMENT, AND THE SIGNATURE PAGES HEREOF SHALL
BE DEEMED TO ADD THE NAME OF SUCH NEW LENDER AND SCHEDULE 2.1(A)
ATTACHED
HERETO SHALL BE DEEMED AMENDED TO ADD THE NAME AND COMMITMENT OF SUCH NEW
LENDER, PROVIDED THAT THE COMMITMENT OF ANY SUCH NEW LENDER SHALL BE IN AN
AMOUNT NOT LESS THAN $5,000,000;
(C)
ANY LENDER THAT ACCEPTS AN OFFER BY THE COMPANY TO INCREASE ITS
COMMITMENT PURSUANT TO THIS SECTION 2.16 SHALL, IN EACH CASE, EXECUTE A
COMMITMENT INCREASE AGREEMENT (A "COMMITMENT INCREASE AGREEMENT"), IN PROPER
FORM, WITH THE COMPANY AND THE AGENT, WHEREUPON SUCH LENDER SHALL BE BOUND BY
AND ENTITLED TO THE BENEFITS OF THIS AGREEMENT WITH RESPECT TO THE FULL AMOUNT
OF ITS COMMITMENT AS SO INCREASED, AND SCHEDULE 2.1(A) ATTACHED HERETO SHALL BE
DEEMED TO BE AMENDED TO REFLECT SUCH INCREASE IN THE COMMITMENT OF SUCH LENDER;
(D)
THE EFFECTIVENESS OF ANY NEW LENDER AGREEMENT OR COMMITMENT
INCREASE AGREEMENT SHALL BE CONTINGENT UPON RECEIPT BY THE AGENT OF SUCH
CORPORATE RESOLUTIONS OF THE COMPANY AND LEGAL OPINIONS OF COUNSEL TO THE
COMPANY, IF ANY, AS THE AGENT SHALL REASONABLY REQUEST WITH RESPECT THERETO, IN
EACH CASE IN PROPER FORM;
(E)
IF ANY BANK OR FINANCIAL INSTITUTION BECOMES A NEW LENDER PURSUANT
TO SECTION 2.16(B) OR IF ANY LENDER'S COMMITMENT IS INCREASED PURSUANT TO
SECTION 2.16(C), ADDITIONAL LOANS AND ADDITIONAL LIABILITY FOR THE LETTER OF
CREDIT EXPOSURE AMOUNT MADE OR INCURRED ON OR AFTER THE EFFECTIVENESS THEREOF
(THE "RE-ALLOCATION DATE") SHALL BE MADE PRO RATA BASED ON EACH LENDER'S
(INCLUDING EACH NEW LENDER'S) RESPECTIVE COMMITMENT PERCENTAGE IN EFFECT ON AND
AFTER SUCH RE-ALLOCATION DATE (EXCEPT TO THE EXTENT THAT ANY SUCH PRO RATA
BORROWINGS OR INCURRING