LENDERS' LOANS WOULD EXCEED THE TOTAL
COMMITMENTS AND (II) EACH SUCH REDUCTION SHALL BE IN AN AMOUNT THAT IS AN
INTEGRAL MULTIPLE OF $1,000,000 AND NOT LESS THAN $5,000,000.
17
(C)
UPON THE OCCURRENCE OF A CHANGE IN CONTROL,
THE COMMITMENTS SHALL AUTOMATICALLY TERMINATE AND THE OUTSTANDING PRINCIPAL
AMOUNT OF, AND THE ACCRUED INTEREST ON, THE LOANS AND ALL OTHER AMOUNTS PAYABLE
BY THE BORROWERS HEREUNDER AND UNDER THE NOTES (INCLUDING ANY AMOUNTS PAYABLE
UNDER SECTION 3.6) SHALL FORTHWITH BE DUE AND PAYABLE.
(D)
PROVIDED THAT AT THE TIME OF AND IMMEDIATELY
AFTER GIVING EFFECT THERETO, NO DEFAULT SHALL EXIST AND BE CONTINUING, THE
COMPANY MAY AT ANY TIME AND FROM TIME TO TIME, AT ITS SOLE COST, EXPENSE AND
EFFORT, REQUEST ANY ONE OR MORE OF THE LENDERS TO INCREASE ITS COMMITMENT (THE
DECISION TO INCREASE THE COMMITMENT OF A LENDER TO BE WITHIN THE SOLE AND
ABSOLUTE DISCRETION OF SUCH LENDER), OR ANY OTHER PERSON REASONABLY SATISFACTORY
TO THE ADMINISTRATIVE AGENT TO PROVIDE A NEW COMMITMENT, BY SUBMITTING TO THE
ADMINISTRATIVE AGENT AN INCREASE SUPPLEMENT DULY EXECUTED BY EACH BORROWER AND
EACH SUCH LENDER OR OTHER PERSON, AS THE CASE MAY BE. IF SUCH INCREASE
SUPPLEMENT IS IN ALL RESPECTS REASONABLY SATISFACTORY TO THE ADMINISTRATIVE
AGENT, IT SHALL EXECUTE SUCH INCREASE SUPPLEMENT AND DELIVER A COPY THEREOF TO
THE COMPANY AND EACH SUCH LENDER OR OTHER PERSON, AS THE CASE MAY BE. UPON
EXECUTION AND DELIVERY OF SUCH INCREASE SUPPLEMENT BY THE ADMINISTRATIVE AGENT,
(I) IN THE CASE OF EACH SUCH LENDER, ITS COMMITMENT SHALL BE INCREASED TO THE
AMOUNT SET FORTH IN SUCH INCREASE SUPPLEMENT AND (II) IN THE CASE OF EACH SUCH
OTHER PERSON, SUCH OTHER PERSON SHALL BECOME A PARTY HERETO AND HAVE THE RIGHTS
AND OBLIGATIONS OF A LENDER UNDER THE LOAN DOCUMENTS AND ITS COMMITMENT SHALL BE
AS SET FORTH IN SUCH INCREASE SUPPLEMENT; PROVIDED, HOWEVER, THAT:
(A)
IMMEDIATELY AFTER GIVING EFFECT THERETO, THE
SUM OF ALL INCREASES IN THE AGGREGATE COMMITMENTS MADE PURSUANT TO THIS SECTION
2.5(D) SHALL NOT EXCEED $500,000,000;
(B)
EACH SUCH INCREASE SHALL BE IN AN AMOUNT NOT
LESS THAN $50,000,000 OR SUCH AMOUNT PLUS AN INTEGRAL MULTIPLE OF $10,000,000;
(C)
IF LOANS WOULD BE OUTSTANDING IMMEDIATELY
AFTER GIVING EFFECT TO ANY SUCH INCREASE, THEN SIMULTANEOUSLY WITH SUCH INCREASE
(1) EACH SUCH INCREASING LENDER, EACH SUCH OTHER PERSON AND EACH OTHER LENDER
HAVING A COMMITMENT SHALL BE DEEMED TO HAVE ENTERED INTO A MASTER ASSIGNMENT AND
ASSUMPTION, IN FORM AND SUBSTANCE SUBSTANTIALLY SIMILAR TO EXHIBIT A, PURSUANT
TO WHICH EACH SUCH OTHER LENDER SHALL HAVE ASSIGNED TO EACH SUCH INCREASING
LENDER AND EACH SUCH OTHER PERSON A PORTION OF ITS LOANS NECESSARY TO REFLECT
PROPORTIONATELY THE COMMITMENTS AS ADJUSTED IN ACCORDANCE WITH THIS SUBSECTION
(D), AND (2) IN CONNECTION WITH SUCH ASSIGNMENT, EACH SUCH INCREASING LENDER AND
EACH SUCH OTHER PERSON SHALL PAY TO THE ADMINISTRATIVE AGENT, FOR THE ACCOUNT OF
EACH SUCH OTHER LENDER, SUCH AMOUNT AS SHALL BE NECESSARY TO REFLECT THE
ASSIGNMENT TO IT OF