THEN IN EFFECT OF ALL REVOLVING CREDIT LENDERS
(OTHER THAN ANY INCREMENTAL COMMITMENTS OF INCREASING LENDERS) MINUS (Y) THE
AVAILABILITY REDUCTION AMOUNT.
THE JAPANESE REVOLVING CREDIT LOANS MAY BE MADE
IN DOLLARS, POUNDS
32
STERLING, EURO AND YEN AND MAY FROM TIME TO TIME BE (I) EUROCURRENCY LOANS OR
(II) IN THE CASE OF JAPANESE REVOLVING CREDIT LOANS DENOMINATED IN DOLLARS ONLY,
BASE RATE LOANS, IN EACH CASE AS DETERMINED BY THE APPLICABLE JAPANESE REVOLVING
CREDIT BORROWER AND NOTIFIED TO THE AGENT IN ACCORDANCE WITH SUBSECTIONS 2.4 AND
2.102.11; PROVIDED THAT NO JAPANESE REVOLVING CREDIT LOAN SHALL BE MADE AS A
EUROCURRENCY LOAN AFTER THE DAY THAT IS ONE MONTH PRIOR TO THE TERMINATION DATE.
(B)
(A)NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, ON
AND AFTER JANUARY 1, 2007, THE COMPANY MAY REQUEST FROM TIME TO TIME THAT THE
AGGREGATE REVOLVING CREDIT COMMITMENTS UNDER ONE OR MORE REVOLVING CREDIT
FACILITIES HEREUNDER BE INCREASED BY AN AGGREGATE AMOUNT NOT TO EXCEED
$1,000,000,000.
THE COMPANY MAY (I) REQUEST ONE OR MORE OF THE LENDERS (WHICH
REQUEST SHALL BE IN WRITING AND SENT TO THE AGENT TO FORWARD TO SUCH LENDER OR
LENDERS) TO (A) IN THE CASE OF EXISTING REVOLVING CREDIT LENDERS, INCREASE THE
AMOUNT OF ITS REVOLVING CREDIT COMMITMENT UNDER ONE OR MORE REVOLVING CREDIT
FACILITIES OR (B) IN THE CASE OF EXISTING TERM LOAN LENDERS, PROVIDE A REVOLVING
CREDIT COMMITMENT UNDER ONE OR MORE REVOLVING CREDIT FACILITIES AND BECOME A
REVOLVING CREDIT LENDER HEREUNDER AND/OR (II) ARRANGE FOR ONE OR MORE BANKS OR
FINANCIAL INSTITUTIONS NOT A PARTY HERETO (AN "OTHER LENDER") TO BECOME PARTIES
TO AND REVOLVING CREDIT LENDERS UNDER THIS AGREEMENT, PROVIDED THAT THE
IDENTIFICATION AND ARRANGEMENT OF EACH OTHER LENDER TO BECOME A PARTY HERETO AND
A REVOLVING CREDIT LENDER UNDER THIS AGREEMENT SHALL BE MADE IN CONSULTATION
WITH THE AGENT.
IN NO EVENT MAY ANY REVOLVING CREDIT LENDER'S REVOLVING CREDIT
COMMITMENT BE INCREASED WITHOUT THE PRIOR WRITTEN CONSENT OF SUCH LENDER, NOR
MAY ANY TERM LOAN LENDER BE DESIGNATED A REVOLVING CREDIT LENDER WITHOUT THE
PRIOR WRITTEN CONSENT OF SUCH LENDER, AND THE FAILURE OF ANY LENDER TO RESPOND
TO THE COMPANY'S REQUEST FOR AN INCREASE SHALL BE DEEMED A REJECTION BY SUCH
LENDER OF THE COMPANY'S REQUEST.
THE AGGREGATE REVOLVING CREDIT COMMITMENTS OF
ALL REVOLVING CREDIT LENDERS HEREUNDER MAY NOT BE INCREASED IF, AT THE TIME OF
ANY PROPOSED INCREASE HEREUNDER, A DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND
IS CONTINUING.
UPON ANY REQUEST BY THE COMPANY TO INCREASE THE AGGREGATE
REVOLVING CREDIT COMMITMENTS HEREUNDER, THE COMPANY SHALL BE DEEMED TO HAVE
REPRESENTED AND WARRANTED ON AND AS OF THE DATE OF SUCH REQUEST THAT (I) EACH OF
THE REPRESENTATIONS AND WARRANTIES MADE BY THE COMPANY IN OR PURSUANT TO THIS
AGREEMENT IS TRUE AND CORRECT ON AND AS OF SUCH DATE AS IF MADE ON AND AS OF
SUCH DATE, OTHER THAN ANY SUCH REPRESENTATIONS OR WARRANTIES THAT, BY THEIR
TERMS, REFER TO A SPECIFIC DATE OTHER THAN THE DATE