AND SUBJECT TO
THE APPROVAL OF THE ADMINISTRATIVE AGENT, THE L/C ISSUER AND THE SWING LINE
LENDER (WHICH APPROVALS SHALL NOT BE UNREASONABLY WITHHELD), TO THE EXTENT THAT
THE EXISTING LENDERS DECLINE TO INCREASE THEIR COMMITMENTS, OR DECLINE TO
INCREASE THEIR COMMITMENTS TO THE AMOUNT REQUESTED BY THE LEAD BORROWER, THE
ADMINISTRATIVE AGENT OR ITS AFFILIATES, IN CONSULTATION WITH THE LEAD BORROWER,
WILL USE ITS REASONABLE EFFORTS TO ARRANGE FOR OTHER ELIGIBLE ASSIGNEES TO
BECOME A LENDER HEREUNDER AND TO ISSUE COMMITMENTS IN AN AMOUNT EQUAL TO THE
AMOUNT OF THE INCREASE IN THE AGGREGATE COMMITMENTS REQUESTED BY THE LEAD
BORROWER AND NOT ACCEPTED BY THE EXISTING LENDERS (AND THE LEAD BORROWER MAY
ALSO INVITE ADDITIONAL ELIGIBLE ASSIGNEES TO BECOME LENDERS) (EACH SUCH ELIGIBLE
ASSIGNEE ISSUING A COMMITMENT AND BECOMING A LENDER, AN "ADDITIONAL COMMITMENT
LENDER"), PROVIDED, HOWEVER, THAT WITHOUT THE CONSENT OF THE ADMINISTRATIVE
AGENT, AT NO TIME SHALL THE COMMITMENT OF ANY ADDITIONAL COMMITMENT LENDER BE
LESS THAN $10,000,000.
(D)
EFFECTIVE DATE AND ALLOCATIONS.
IF THE
AGGREGATE COMMITMENTS ARE INCREASED IN ACCORDANCE WITH THIS SECTION 2.15, THE
ADMINISTRATIVE AGENT AND THE LEAD BORROWER SHALL DETERMINE THE EFFECTIVE DATE
(THE "INCREASE EFFECTIVE DATE") OF SUCH INCREASE (SUCH INCREASE, A "COMMITMENT
INCREASE").
THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY THE LEAD BORROWER
AND THE LENDERS OF THE FINAL ALLOCATION OF SUCH COMMITMENT INCREASE AND THE
INCREASE EFFECTIVE DATE AND ON THE EFFECTIVE DATE (I) THE AGGREGATE COMMITMENTS
UNDER, AND FOR ALL PURPOSES OF, THIS AGREEMENT SHALL BE INCREASED BY THE
AGGREGATE AMOUNT OF SUCH COMMITMENT INCREASES, AND (II) SCHEDULE 2.01 SHALL BE
DEEMED MODIFIED, WITHOUT FURTHER ACTION, TO REFLECT THE REVISED COMMITMENTS AND
APPLICABLE PERCENTAGES OF THE LENDERS.
(E)
CONDITIONS TO EFFECTIVENESS OF INCREASE.
AS A CONDITION PRECEDENT TO SUCH INCREASE, (I) THE LEAD BORROWER SHALL DELIVER
TO THE ADMINISTRATIVE AGENT A CERTIFICATE OF EACH LOAN PARTY DATED AS OF THE
INCREASE EFFECTIVE DATE (IN SUFFICIENT COPIES FOR EACH LENDER) SIGNED BY A
RESPONSIBLE OFFICER OF SUCH LOAN PARTY (A) CERTIFYING AND ATTACHING THE
RESOLUTIONS, IF NECESSARY, ADOPTED BY SUCH LOAN PARTY APPROVING OR CONSENTING TO
SUCH COMMITMENT INCREASE, AND (B) IN THE CASE OF THE BORROWERS, CERTIFYING THAT,
BEFORE AND AFTER GIVING EFFECT TO SUCH COMMITMENT INCREASE, (1) 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 DATE,
AND EXCEPT THAT FOR PURPOSES OF THIS SECTION 2.15, THE REPRESENTATIONS AND
WARRANTIES CONTAINED IN SUBSECTIONS (A) AND (B) OF SECTION 5.05 SHALL BE DEEMED
TO REFER TO THE MOST RECENT STATEMENTS FURNISHED PURSUANT TO CLAUSES (A) AND
(B), RESPECTIVELY, OF SECTION 6.01, (II) THE BORROWERS, THE ADMINISTRATIVE
AGENT, AND ANY ADDITIONAL COMMITMENT LENDER SHALL HAVE EXECUTED AND DELIVERED A
JOINDER TO THE LOAN DOCUMENTS IN SUCH FORM AS THE ADMINISTRATIVE AGENT SHALL
REASONABLY REQUIRE; (III) THE BORROWERS SHALL