DATE
(OR, IF ANY SUCH REPRESENTATION OR WARRANTY IS EXPRESSLY STATED TO HAVE BEEN
MADE AS OF A SPECIFIC DATE, AS OF SUCH SPECIFIC DATE); AND
(III)
ON THE MATURITY DATE OF EACH NON-EXTENDING
LENDER, THE BORROWERS SHALL PREPAY ANY COMMITTED LOANS OUTSTANDING ON SUCH DATE
(AND PAY ANY ADDITIONAL AMOUNTS REQUIRED PURSUANT TO SECTION 3.05) TO THE EXTENT
NECESSARY TO KEEP OUTSTANDING COMMITTED LOANS RATABLE WITH ANY REVISED
APPLICABLE PERCENTAGES OF THE RESPECTIVE LENDERS EFFECTIVE AS OF SUCH DATE.
(G)
CONFLICTING PROVISIONS.
THIS SECTION SHALL
SUPERSEDE ANY PROVISIONS IN SECTION 2.14 OR 10.01 TO THE CONTRARY.
2.17
INCREASE IN COMMITMENTS.
(A)
REQUEST FOR INCREASE.
PROVIDED THERE
EXISTS NO DEFAULT, UPON NOTICE TO THE ADMINISTRATIVE AGENT (WHICH SHALL PROMPTLY
NOTIFY THE LENDERS), THE COMPANY MAY FROM TIME TO TIME, REQUEST AN INCREASE IN
THE AGGREGATE COMMITMENTS BY AN AMOUNT (FOR ALL SUCH REQUESTS TOGETHER) NOT
EXCEEDING IN THE AGGREGATE $500,000,000; PROVIDED THAT (I) ANY SUCH REQUEST FOR
AN INCREASE SHALL BE IN A MINIMUM AMOUNT OF $25,000,000, AND (II) THE COMPANY
MAY MAKE A MAXIMUM OF FIVE SUCH REQUESTS.
AT THE TIME OF SENDING SUCH NOTICE,
THE COMPANY (IN CONSULTATION WITH THE ADMINISTRATIVE AGENT) SHALL SPECIFY THE
TIME PERIOD WITHIN WHICH EACH 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 COMMITMENT AND, IF SO, WHETHER BY AN AMOUNT EQUAL TO,
GREATER THAN, OR LESS THAN ITS APPLICABLE PERCENTAGE OF SUCH REQUESTED
INCREASE.
ANY LENDER NOT RESPONDING WITHIN SUCH TIME PERIOD SHALL BE DEEMED TO
HAVE DECLINED TO INCREASE ITS COMMITMENT.
(C)
NOTIFICATION BY ADMINISTRATIVE AGENT;
ADDITIONAL LENDERS.
THE ADMINISTRATIVE AGENT SHALL NOTIFY THE COMPANY 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 SWING LINE LENDER (WHICH APPROVALS SHALL NOT BE
UNREASONABLY WITHHELD), THE COMPANY MAY ALSO INVITE ADDITIONAL ELIGIBLE
ASSIGNEES 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
AGGREGATE COMMITMENTS ARE INCREASED IN ACCORDANCE WITH THIS SECTION, THE
ADMINISTRATIVE AGENT AND THE COMPANY SHALL DETERMINE THE EFFECTIVE DATE (THE
"INCREASE EFFECTIVE DATE") AND THE FINAL ALLOCATION OF SUCH INCREASE.
THE
ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY THE COMPANY AND THE LENDERS OF THE
FINAL ALLOCATION OF SUCH INCREASE AND THE INCREASE EFFECTIVE DATE.
45
(E)
CONDITIONS TO EFFECTIVENESS OF INCREASE.
AS A CONDITION PRECEDENT TO SUCH INCREASE, THE COMPANY 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 (I) CERTIFYING AND ATTACHING THE RESOLUTIONS ADOPTED
BY SUCH LOAN PARTY