IF PRIOR THERETO THE CIRCUMSTANCES ENTITLING
THE BORROWER TO REQUIRE SUCH A TRANSFER AND ASSIGNMENT CEASE TO APPLY AS A
RESULT OF SUCH LENDER'S WITHDRAWING ITS NOTICE OR CERTIFICATE PURSUANT TO
SECTION 2.10, 2.12 OR 2.16, AS APPLICABLE.
SECTION 2.23.
INCREASE IN THE REVOLVING COMMITMENT AMOUNT.
(A)
REQUEST FOR INCREASE.
PROVIDED THERE EXISTS NO DEFAULT, UPON
NOTICE TO THE ADMINISTRATIVE AGENT (WHICH SHALL PROMPTLY NOTIFY THE LENDERS),
THE BORROWER MAY ON ONE OR MORE OCCASIONS, REQUEST AN INCREASE IN THE REVOLVING
COMMITMENTS BY AN AMOUNT NOT EXCEEDING $25,000,000 IN THE AGGREGATE FOR ALL SUCH
INCREASES (SUBJECT TO A MINIMUM AMOUNT OF $10,000,000 FOR ANY INDIVIDUAL
INCREASE).
AT THE TIME OF SENDING SUCH NOTICE, THE BORROWER (IN CONSULTATION
WITH THE ADMINISTRATIVE AGENT) SHALL SPECIFY THE TIME PERIOD WITHIN WHICH EACH
23
LENDER 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 LENDERS).
(B)
LENDER ELECTIONS TO INCREASE.
EACH LENDER SHALL NOTIFY THE
ADMINISTRATIVE AGENT WITHIN SUCH TIME PERIOD WHETHER OR NOT IT AGREES TO
INCREASE ITS REVOLVING COMMITMENT AND, IF SO, WHETHER BY AN AMOUNT EQUAL TO,
GREATER THAN, OR LESS THAN ITS REVOLVING CREDIT PERCENTAGE OF SUCH REQUESTED
INCREASE.
ANY LENDER NOT RESPONDING WITHIN SUCH TIME PERIOD SHALL BE DEEMED TO
HAVE DECLINED TO INCREASE ITS REVOLVING COMMITMENT.
(C)
NOTIFICATION BY ADMINISTRATIVE AGENT; ADDITIONAL LENDERS.
THE
ADMINISTRATIVE AGENT SHALL NOTIFY THE BORROWER AND EACH LENDER OF THE LENDERS'
RESPONSES TO EACH REQUEST MADE HEREUNDER.
TO ACHIEVE THE FULL AMOUNT OF A
REQUESTED INCREASE AND SUBJECT TO THE APPROVAL OF THE ADMINISTRATIVE AGENT AND
THE ISSUING LENDER (WHICH APPROVALS SHALL NOT BE UNREASONABLY WITHHELD OR
DELAYED), THE ARRANGER, IN CONSULTATION WITH THE BORROWER, MAY ALSO INVITE
ADDITIONAL FINANCIAL INSTITUTIONS TO BECOME LENDERS PURSUANT TO A JOINDER
AGREEMENT IN FORM AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT AND ITS
COUNSEL.
(D)
EFFECTIVE DATE AND ALLOCATIONS.
IF THE REVOLVING COMMITMENTS ARE
INCREASED IN ACCORDANCE WITH THIS SECTION, THE ADMINISTRATIVE AGENT AND THE
BORROWER SHALL DETERMINE THE EFFECTIVE DATE (THE "INCREASE EFFECTIVE DATE") AND
THE FINAL ALLOCATION OF SUCH INCREASE.
THE ADMINISTRATIVE AGENT SHALL PROMPTLY
NOTIFY THE BORROWER AND THE LENDERS OF THE FINAL ALLOCATION OF SUCH INCREASE AND
THE INCREASE EFFECTIVE DATE.
EACH OF THE PARTIES HERETO HEREBY AGREES THAT,
UPON ANY INCREASE EFFECTIVE DATE, THIS AGREEMENT AND THE COMMITMENT SCHEDULE
SHALL BE DEEMED AMENDED TO THE EXTENT (BUT ONLY TO THE EXTENT) NECESSARY TO
REFLECT THE INCREASE TO THE REVOLVING COMMITMENT AMOUNT AND THE INCREASES TO THE
REVOLVING COMMITMENTS UNDER THIS SECTION.
ANY SUCH DEEMED AMENDMENT MAY BE
MEMORIALIZED IN WRITING BY THE ADMINISTRATIVE AGENT AND THE BORROWER FURNISHED
TO THE OTHER PARTIES HERETO.
(E)
CONDITIONS TO EFFECTIVENESS OF INCREASE.
AS A CONDITION PRECEDENT
TO SUCH INCREASE, THE BORROWER SHALL DELIVER TO THE ADMINISTRATIVE AGENT A
CERTIFICATE OF THE BORROWER DATED AS OF THE INCREASE EFFECTIVE DATE SIGNED BY AN
AUTHORIZED OFFICER OF THE BORROWER (I) CERTIFYING AND ATTACHING THE RESOLUTIONS
ADOPTED BY SUCH LOAN