INCREASE.
PROVIDED THERE
EXISTS NO DEFAULT, UPON NOTICE TO THE ADMINISTRATIVE AGENT (WHICH SHALL PROMPTLY
NOTIFY THE LENDERS), THE BORROWERS MAY FROM TIME TO TIME, REQUEST AN INCREASE IN
THE AGGREGATE COMMITMENT AMOUNT BY AMOUNTS SUCH THAT IMMEDIATELY AFTER GIVING
EFFECT TO ANY SUCH INCREASE, THE TOTAL COMMITMENTS OF ALL OF THE LENDERS
HEREUNDER SHALL NOT EXCEED $600,000,000; PROVIDED THAT (I) ANY SUCH REQUEST FOR
AN INCREASE SHALL BE IN A MINIMUM AMOUNT OF $10,000,000 AND INTEGRAL MULTIPLES
OF $2,500,000 IN EXCESS THEREOF, AND (II) THE BORROWERS MAY MAKE A MAXIMUM OF
FOUR (4) SUCH REQUESTS IN ANY 12 MONTH PERIOD.
AT THE TIME OF SENDING SUCH
NOTICE, THE BORROWERS (IN CONSULTATION WITH THE ADMINISTRATIVE AGENT) SHALL
SPECIFY THE TIME PERIOD WITHIN WHICH EACH LENDER IS REQUESTED TO RESPOND (WHICH
SHALL IN NO EVENT BE LESS THAN TEN (10) BUSINESS DAYS FROM THE DATE OF DELIVERY
OF SUCH NOTICE TO THE LENDERS).
(B)
LENDER ELECTIONS TO INCREASE.
EACH LENDER
SHALL NOTIFY THE ADMINISTRATIVE AGENT WITHIN SUCH TIME PERIOD WHETHER OR NOT IT
AGREES 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 WITHIN SUCH TIME PERIOD SHALL BE DEEMED TO
HAVE DECLINED TO INCREASE ITS COMMITMENT.
NO LENDER SHALL BE OBLIGATED TO
INCREASE ITS COMMITMENT HEREUNDER.
(C)
NOTIFICATION BY ADMINISTRATIVE AGENT;
ADDITIONAL 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 AND SUBJECT TO THE APPROVAL OF
THE ADMINISTRATIVE AGENT AND THE SWINGLINE LENDER (WHICH APPROVALS SHALL NOT BE
UNREASONABLY WITHHELD), THE BORROWERS MAY ALSO INVITE ADDITIONAL ELIGIBLE
ASSIGNEES TO BECOME LENDERS PURSUANT TO A JOINDER AGREEMENT IN FORM AND
SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT AND ITS COUNSEL.
(D)
EFFECTIVE DATE AND ALLOCATIONS.
IF THE
AGGREGATE COMMITMENTS ARE INCREASED IN ACCORDANCE WITH THIS SECTION, THE
ADMINISTRATIVE AGENT AND THE BORROWERS SHALL DETERMINE THE EFFECTIVE DATE (THE
"INCREASE EFFECTIVE DATE") AND THE FINAL ALLOCATION OF SUCH INCREASE.
THE
ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY THE BORROWERS AND THE LENDERS OF THE
FINAL ALLOCATION OF SUCH INCREASE AND THE INCREASE EFFECTIVE DATE.
44
(E)
CONDITIONS TO EFFECTIVENESS OF INCREASE.
AS A CONDITION PRECEDENT TO SUCH INCREASE, THE BORROWERS SHALL DELIVER TO THE
ADMINISTRATIVE AGENT A CERTIFICATE OF EACH BORROWER DATED AS OF THE INCREASE
EFFECTIVE DATE (IN SUFFICIENT COPIES FOR EACH LENDER) SIGNED BY A RESPONSIBLE
OFFICER OF SUCH BORROWER (I) CERTIFYING AND ATTACHING THE RESOLUTIONS ADOPTED BY
SUCH BORROWER APPROVING OR CONSENTING TO SUCH INCREASE, AND (II) 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 ON AND AS OF THE INCREASE EFFECTIVE DATE, EXCEPT TO THE EXTENT THAT SUCH
REPRESENTATIONS AND WARRANTIES SPECIFICALLY REFER TO AN EARLIER DATE, IN WHICH
CASE THEY ARE TRUE AND CORRECT AS OF SUCH EARLIER