than the increase requested by the Borrower if the
Borrower is unable to arrange for, or chooses not to arrange for, Augmenting
Revolving Lenders.
(B)
EACH OF THE PARTIES HERETO HEREBY AGREES THAT THE ADMINISTRATIVE AGENT MAY
TAKE ANY AND ALL ACTIONS AS MAY BE REASONABLY NECESSARY TO ENSURE THAT, AFTER
GIVING EFFECT TO ANY INCREASE IN THE TOTAL REVOLVING CREDIT COMMITMENT PURSUANT
TO THIS SECTION 2.24, THE OUTSTANDING REVOLVING LOANS (IF ANY) ARE HELD BY THE
REVOLVING CREDIT LENDERS IN ACCORDANCE WITH THEIR NEW PRO RATA PERCENTAGES.
THIS MAY BE ACCOMPLISHED AT THE DISCRETION OF THE ADMINISTRATIVE AGENT (I) BY
REQUIRING THE OUTSTANDING REVOLVING LOANS TO BE PREPAID WITH THE PROCEEDS OF A
NEW REVOLVING CREDIT BORROWING, (II) BY CAUSING NON-INCREASING REVOLVING LENDERS
TO ASSIGN PORTIONS OF THEIR OUTSTANDING REVOLVING LOANS TO INCREASING REVOLVING
LENDERS AND AUGMENTING REVOLVING LENDERS,
OR (III) BY ANY COMBINATION OF THE
FOREGOING.
ANY PREPAYMENT OR ASSIGNMENT DESCRIBED IN THIS PARAGRAPH (B) SHALL
BE SUBJECT TO SECTION 2.16, BUT OTHERWISE WITHOUT PREMIUM OR PENALTY.
(C)
NOTWITHSTANDING THE FOREGOING, NO INCREASE IN THE TOTAL REVOLVING CREDIT
COMMITMENT (OR IN THE REVOLVING CREDIT COMMITMENT OF ANY REVOLVING CREDIT
LENDER) OR ADDITION OF A NEW REVOLVING CREDIT LENDER SHALL BECOME EFFECTIVE
UNDER THIS SECTION 2.24 UNLESS, (I) ON THE DATE OF SUCH INCREASE, THE CONDITIONS
SET FORTH IN PARAGRAPHS (B) AND (C) OF SECTION 4.01 SHALL BE SATISFIED AND THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A CERTIFICATE TO THAT EFFECT DATED SUCH
DATE AND EXECUTED BY A FINANCIAL OFFICER OF THE BORROWER, AND (II) THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED (WITH SUFFICIENT COPIES FOR EACH OF THE
REVOLVING CREDIT LENDERS) LEGAL OPINIONS, BOARD RESOLUTIONS AND AN OFFICER'S
CERTIFICATE CONSISTENT WITH THOSE DELIVERED ON THE RESTATEMENT DATE UNDER
CLAUSES (A)(I), (A)(II), (C)(II)(B) AND (D) OF SECTION 4.02.
SECTION 2.25.
INCREASE IN TERM LOAN COMMITMENTS.
(A)
THE BORROWER MAY, BY
WRITTEN NOTICE TO THE ADMINISTRATIVE AGENT FROM TIME TO TIME, REQUEST
INCREMENTAL TERM LOAN COMMITMENTS IN AN AMOUNT NOT TO EXCEED THE INCREMENTAL
TERM LOAN AMOUNT FROM ONE OR MORE INCREMENTAL TERM LENDERS, WHICH MAY INCLUDE
ANY EXISTING LENDER; PROVIDED THAT EACH INCREMENTAL TERM LENDER, IF NOT ALREADY
A LENDER HEREUNDER, SHALL BE SUBJECT TO THE APPROVAL OF THE ADMINISTRATIVE AGENT
(WHICH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD).
SUCH NOTICE SHALL SET
FORTH (I) THE AMOUNT OF THE INCREMENTAL TERM LOAN COMMITMENTS BEING REQUESTED
(WHICH SHALL BE IN MINIMUM INCREMENTS OF $5,000,000 AND A MINIMUM AMOUNT OF
$10,000,000 OR EQUAL TO THE REMAINING INCREMENTAL TERM LOAN AMOUNT), (II) THE
DATE ON WHICH SUCH INCREMENTAL TERM LOAN COMMITMENTS ARE REQUESTED TO BECOME
EFFECTIVE (WHICH SHALL NOT BE LESS THAN 10 BUSINESS DAYS NOR MORE THAN 60 DAYS
AFTER THE DATE OF SUCH NOTICE), AND (III) WHETHER SUCH INCREMENTAL TERM LOAN
COMMITMENTS ARE COMMITMENTS TO MAKE ADDITIONAL TERM LOANS OR COMMITMENTS TO MAKE
TERM LOANS WITH TERMS DIFFERENT FROM THE TERM LOANS ("OTHER TERM LOANS").
(B)
THE BORROWER AND EACH INCREMENTAL TERM LENDER SHALL EXECUTE AND DELIVER TO
THE ADMINISTRATIVE AGENT AN