TIME PERIOD WITHIN WHICH EACH
BANK 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 BANKS).
2.9.2
BANK ELECTIONS TO INCREASE.
EACH BANK SHALL NOTIFY THE AGENT
WITHIN SUCH TIME PERIOD WHETHER OR NOT IT AGREES TO INCREASE ITS REVOLVING
CREDIT COMMITMENT AND, IF SO, WHETHER BY AN AMOUNT EQUAL TO, GREATER THAN, OR
LESS THAN ITS COMMITMENT PERCENTAGE OF SUCH REQUESTED INCREASE.
ANY BANK NOT
RESPONDING WITHIN SUCH TIME PERIOD SHALL BE DEEMED TO HAVE DECLINED TO INCREASE
ITS REVOLVING CREDIT COMMITMENT.
2.9.3
NOTIFICATION BY AGENT; ADDITIONAL BANKS.
THE AGENT SHALL NOTIFY
THE BORROWERS AND EACH BANK OF THE BANKS' RESPONSES TO EACH REQUEST MADE
HEREUNDER.
IN THE EVENT THAT THE AGGREGATE AMOUNT OF THE INCREASES AGREED TO BY
THE BANKS (INCLUDING
27
THOSE BANKS WILLING TO AGREE TO AN INCREASE IN THEIR REVOLVING CREDIT
COMMITMENTS IN AMOUNTS GREATER THAN THEIR COMMITMENT PERCENTAGES) IS LESS THAN
THE AMOUNT OF INCREASE REQUESTED BY THE BORROWERS, THEN, TO ACHIEVE THE FULL
AMOUNT OF THE REQUESTED INCREASE, ADDITIONAL FINANCIAL INSTITUTIONS APPROVED BY
THE AGENT AND THE BORROWERS MAY BECOME BANKS PURSUANT TO A JOINDER AGREEMENT IN
FORM AND SUBSTANCE SATISFACTORY TO THE AGENT AND ITS COUNSEL AND BY COURIER AND
ITS COUNSEL ON BEHALF OF THE BORROWERS.
2.9.4
EFFECTIVE DATE AND ALLOCATIONS.
IF THE REVOLVING
LOAN MAXIMUM AMOUNT IS INCREASED IN ACCORDANCE WITH THIS SECTION 2.9, THE AGENT
AND THE BORROWERS SHALL DETERMINE THE EFFECTIVE DATE (THE "INCREASE EFFECTIVE
DATE") AND THE FINAL ALLOCATION OF SUCH INCREASE.
THE AGENT SHALL PROMPTLY
NOTIFY THE BORROWERS AND THE BANKS OF THE FINAL ALLOCATION OF SUCH INCREASE AND
THE INCREASE EFFECTIVE DATE.
2.9.5
CONDITIONS TO EFFECTIVENESS OF INCREASE.
AS A
CONDITION PRECEDENT TO SUCH INCREASE, EACH BORROWER SHALL DELIVER TO THE AGENT A
CERTIFICATE OF SUCH BORROWER, DATED AS OF THE INCREASE EFFECTIVE DATE (IN
SUFFICIENT COPIES FOR EACH BANK), SIGNED BY THE CHIEF FINANCIAL OFFICER OR
TREASURER OF SUCH BORROWER, (I) CERTIFYING AND ATTACHING THE RESOLUTIONS ADOPTED
BY SUCH ENTITY 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 SECTION 3 OF THE AGREEMENT, AND THE REPRESENTATIONS
AND WARRANTIES IN EACH OTHER LOAN DOCUMENT, 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 (B) NEITHER AN EVENT OF DEFAULT NOR ANY
CONDITION, WHICH WOULD, WITH NOTICE OR THE LAPSE OF TIME, OR BOTH, CONSTITUTE AN
EVENT OF DEFAULT, EXISTS.
2.10
LETTERS OF CREDIT.
2.10.1
LETTER OF CREDIT COMMITMENT.
(I)
SUBJECT TO THE TERMS AND CONDITIONS SET
FORTH HEREIN, THE ISSUING BANK AGREES (A) (1) FROM TIME TO TIME ON ANY BUSINESS
DAY DURING THE PERIOD FROM THE DATE HEREOF UNTIL THE APPLICABLE LETTER OF CREDIT
EXPIRATION DATE, TO ISSUE