do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against the
Borrower rights of setoff and counterclaim with respect to such participation as
fully as if such Lender were a direct creditor of the Borrower in the amount of
such participation.
2.15
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 BORROWER MAY FROM TIME TO TIME, ON UP TO TWO OCCASIONS,
REQUEST AN INCREASE IN THE AGGREGATE COMMITMENTS BY AN AMOUNT (FOR ALL SUCH
REQUESTS) NOT EXCEEDING $100,000,000; PROVIDED THAT THE AGGREGATE COMMITMENTS
MAY NOT EXCEED $500,000,000; AND PROVIDED FURTHER THAT ANY SUCH REQUEST FOR AN
INCREASE SHALL BE IN A MINIMUM AMOUNT OF $25,000,000.
AT THE TIME OF SENDING
SUCH NOTICE, THE BORROWER (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 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.
(C)
NOTIFICATION BY ADMINISTRATIVE AGENT;
ADDITIONAL LENDERS.
THE ADMINISTRATIVE AGENT SHALL NOTIFY THE BORROWER AND EACH
LENDER OF THE LENDERS' RESPONSES TO EACH REQUEST MADE HEREUNDER.
IF THE LENDERS
DO NOT AGREE TO THE FULL AMOUNT OF A REQUESTED INCREASE, SUBJECT TO THE APPROVAL
OF THE ADMINISTRATIVE AGENT AND THE L/C ISSUER (WHICH APPROVALS SHALL NOT BE
UNREASONABLY WITHHELD), THE BORROWER 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 BORROWER SHALL DETERMINE THE EFFECTIVE DATE (THE
"INCREASE EFFECTIVE DATE") AND THE FINAL ALLOCATION OF SUCH INCREASE.
THE
ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY THE BORROWER AND THE LENDERS OF THE
FINAL ALLOCATION OF SUCH INCREASE AND THE INCREASE EFFECTIVE DATE.
(E)
CONDITIONS TO EFFECTIVENESS OF INCREASE.
AS A CONDITION PRECEDENT TO SUCH INCREASE, THE BORROWER SHALL DELIVER TO THE
ADMINISTRATIVE AGENT A CERTIFICATE DATED AS OF THE INCREASE EFFECTIVE DATE (IN
SUFFICIENT COPIES FOR EACH LENDER) SIGNED BY A RESPONSIBLE OFFICER OF THE
BORROWER (I) CERTIFYING AND ATTACHING THE RESOLUTIONS ADOPTED BY THE 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